Common use of Effectiveness Clause in Contracts

Effectiveness. i. The Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (i) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth (5th) Business Day after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; or (ii) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. ii. For not more than thirty (30) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. The Company shall use commercially reasonable efforts to have the Registration Statement Statements declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twentyforty-four eight (2448) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors with copies access to a copy of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If Subject to Section 2(d), if (iA) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth earlier of (5thi) ten (10) Business Day Days after the SEC shall have informed informs the Company that no review of the such Registration Statement will be made or that the SEC has no further comments on such Registration Statement and (ii) the 60th day after the initial filing of the Registration Statement (or the 90th day if the SEC reviews such Registration Statement; ) (the “Effectiveness Deadline”), or (iiB) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the such Registration Statement), but excluding any Allowed Delay if the Registration Statement is on Form S-1, for a period of twenty (as defined below20) days following the date on which the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K (a “Maintenance Failure”), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor then holding Registrable Securities, as liquidated damages and not as a penalty, in an amount equal to 1% of the aggregate amount invested by such Investor for each 30- 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three no later than five (35) Business Days of the last after each such 30-day of each month period following the commencement of the Blackout Period until the termination of the Blackout PeriodPeriod (the “Blackout Period Payment Date”). Such Registration Delay Payments payments shall be made to each Investor in cash. ii. For not more than thirty (30) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, the disclosure of which Interest shall accrue at the time is not, in the good faith opinion rate of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so 5% per annum on any such liquidated damages payments that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make paid by the statements therein, Blackout Payment Date until such amount is paid in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicablefull.

Effectiveness. i. (i) The Company shall use commercially reasonable efforts to have the Registration Statement Statements declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twentyforty-four eight (2448) hours, after (x) the SEC notified the Company that it has no further comments to the Registration Statement and (y) any Registration Statement is declared effective effective, and shall simultaneously provide the Investors with copies access to a copy of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If Subject to Section 2(d), if (iA) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth (5th) Business Day 120th day after the SEC shall have informed Closing Date (or the Company that no review of the Registration Statement will be made or that 150th day if the SEC has no further comments on the reviews such Registration Statement; ) (the “Effectiveness Deadline”), or (iiB) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the such Registration Statement), but excluding any Allowed Delay (as defined below) or, if the Registration Statement is on Form S-1, for a period of twenty (20) days following the date on which the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K (a “Maintenance Failure”), then then, at the election of each Investor, the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each electing Investor then holding Registrable Securities, as liquidated damages and not as a penalty, in an amount equal to 1% of the aggregate amount paid pursuant to the Subscription Agreements by such Investor for such Registrable Securities then held by such Investor for each 30- 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of . For each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable elects to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional considerationreceive liquidated damages, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments payments shall constitute the such Investors’ exclusive monetary remedy for such events, but events and shall be in addition to any other rights the Investors may have hereunder or under applicable law and shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three no later than ten (310) Business Days of the last after each such 30-day of each month period following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments payments shall be made to each electing Investor in cash. Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by the Blackout Payment Date until such amount is paid in full. (ii. For not more than thirty (30) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month periodNotwithstanding anything to the contrary contained herein, the Company may may, upon written notice to any holder of Registrable Securities included in a Registration Statement, suspend the use of any Registration Statement, including any Prospectus included that forms a part of a Registration Statement, if the Company (X) determines that it would be required to make disclosure of material information in any the Registration Statement contemplated by this Section in the event that the Company has a bona fide business purpose for preserving as confidential, (Y) the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) it must amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading or (Z) the Company has experienced or is experiencing some other material non-public event, including a pending transaction involving the Company, the disclosure of which at such time, in the good faith judgment of the Company, would adversely affect the Company; provided, however, in no event shall holders of Registrable Securities be suspended from selling Registrable Securities pursuant to the Registration Statement for a period that exceeds 120 calendar days (which need not be consecutive) in any 360-day period (any such suspension contemplated by this Section 2(c)(ii), an “Allowed Delay”); provided that . Upon disclosure of such information or the termination of the condition described above, the Company shall promptly (a) notify each Investor provide prompt notice to holders whose Registrable Securities are included in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; (b) advise the Investors in writing to cease all sales under the Registration Statement until the end Statement, and shall promptly terminate any suspension of the Allowed Delay; sales it has put into effect and (c) use commercially shall take such other reasonable efforts actions to terminate an Allowed Delay permit registered sales of Registrable Securities as promptly as practicablecontemplated hereby.

Effectiveness. i. The Company shall use commercially reasonable its best efforts to have cause the Shelf Registration Statement declared to become effective as soon as practicablepracticable following the filing thereof, but in no event later than the Registration Deadline. The Company shall notify respond promptly to any and all comments made by the Investors by facsimile or e-mail as promptly as practicablestaff of the Commission on the Shelf Registration Statement, and in any eventshall submit to the Commission, within twenty-four one (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (i) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth (5th1) Business Day after the SEC shall have informed the Company learns that no review of the Shelf Registration Statement will be made by the staff of the Commission or that the SEC staff of the Commission has no further comments on the Shelf Registration Statement; , as the case may be, a request for acceleration of the effectiveness of the Shelf Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request. The Company will maintain the effectiveness of the Shelf Registration Statement until the earlier to occur of (i) the date on which all of the Registrable Common Shares eligible for resale thereunder have been publicly sold pursuant to either the Shelf Registration Statement or Rule 144 under the Securities Act and (ii) the date on which all of the Registrable Common Shares remaining to be sold under the Shelf Registration Statement (in the reasonable opinion of counsel to the Company) may be immediately sold to the public under Rule 144(k) under the Securities Act or any successor provision (the period beginning on the Closing Date and ending on the earlier to occur of (i) or (ii) after above being referred to herein as the "Registration Period"). If a majority of the Board of Directors of the Company, in its good faith judgment, determines that the Shelf Registration Statement, once effective, should be suspended because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "Valid Business Reason"), the Company may cause the Shelf Registration Statement has been declared effective by the SEC, sales cannot to be made pursuant to suspended until such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement)Valid Business Reason no longer exists, but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor in no event for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. ii. For not more than thirty (30) consecutive days or for a total of not more than ninety (90) days or more than once in any twelve (12) month period, and shall give prompt written notice of its determinations to withdraw and to reinstate the Company may suspend the use of any Prospectus included in any Shelf Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicableStatement.

Effectiveness. i. The Company shall use commercially its reasonable best efforts to have the (i) cause any Shelf Registration Statement filed pursuant to Section 2.1(a) to be declared effective by the SEC as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as reasonably practicable, and in any eventevent by the date that is the earlier of (A) 120 days following the Effective Date (or, with respect to any Shelf Registration Statement filed for any Earn-Out Shares, within twenty120 days following the applicable Earn-four Out Issuance Date) and (24B) hoursfive Trading Days after the date the Company receives written notification from the SEC that the applicable Shelf Registration will not be reviewed or will not be subject to further review (the “Shelf Effectiveness Deadline”) and (ii) maintain the effectiveness of such Shelf Registration Statement, after including by filing any necessary post-effective amendments and Prospectus supplements and by filing one or more replacement or renewal Shelf Registration Statements (each, a “Subsequent Shelf Registration Statement”) upon the expiration of such Shelf Registration Statement, as required by Rule 415 under the Securities Act, continuously until the earliest to occur of (1) the 30-month anniversary of the Effective Date (or, with respect to any Shelf Registration Statement filed for any Earn-Out Shares, the 30-month anniversary of the applicable Earn-Out Issuance Date), (2) a Change of Control, and (3) such time as there are no Registrable Shares remaining (the “Termination Date”). If a Subsequent Shelf Registration Statement is declared effective and filed, the Company shall simultaneously provide the Investors with copies of any related Prospectus use its reasonable best efforts to be used in connection with the sale or other disposition of the securities covered thereby. If (i) a cause such Subsequent Shelf Registration Statement covering the Registrable Securities is not to be declared effective by the SEC prior to as soon as reasonably practicable after such filing, but in any event by the fifth (5th) Business Day date that is 50 days after the SEC shall have informed the Company that no review of the such Subsequent Shelf Registration Statement will be made or that is filed (the SEC has no further comments on the Registration Statement; or “Subsequent Shelf Effectiveness Deadline”), and (ii) after a keep such Subsequent Shelf Registration Statement has been declared (or another Subsequent Shelf Registration Statement) continuously effective by until the SEC, sales cannot be made pursuant to such Termination Date. Any Subsequent Shelf Registration Statement for any reason (including without limitation by reason of shall be a stop order, or the Company’s failure to update the Shelf Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. ii. For not more than thirty (30) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. i) The Company shall use commercially reasonable efforts to have the a Resale Registration Statement declared effective as soon as practicable, but, in any event, no later than 120 days after the Warrant Closing Date. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Resale Registration Statement is declared effective and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (iA) a Resale Registration Statement covering all of the Registrable Securities is not declared effective by the SEC prior to the fifth earliest of (5thi) five (5) Business Day Days after the SEC shall have informed the Company that no review of the Resale Registration Statement will be made or that the SEC has no further comments on the Resale Registration Statement; Statement or (ii) the 120 days after the Warrant Closing Date (or, if pursuant to Section 2(a) such Resale Registration Statement was timely filed later than the 60th day after the Warrant Closing Date because the Company was not S-3 eligible prior to the Filing Deadline, the 60th day after the date that such Registration Statement was filed) or (B) after a Resale Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Resale Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Resale Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”)Investor, as liquidated damages and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount for each 30-day period (aor pro rata for any portion thereof) in following the case of each Investor that is a Purchaser, 1.5% date by which such Resale Registration Statement should have been effective until the earlier of the aggregate Purchase Price (as defined in date on which the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who Resale Registration Statement is an affiliate of a Purchaser declared effective and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% end of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Effectiveness Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages damages, pursuant to this paragraph or Section 2(a), shall be paid monthly in arrears within three (3) Business Days of the last day of each month 30-day period following the date of commencement of the Blackout Period accrual of Liquidated Damages (each a “Liquidated Damages Measurement Date”) and continuing until such time as Liquidated Damages cease to accrue, as determined pursuant to this paragraph or Section 2(a), as the termination of the Blackout Periodcase may be. Such Registration Delay Payments payments shall be made to each Investor in cash. ii. ) For not more than thirty (30) consecutive days or days, and for a total of not more than ninety an aggregate of sixty (9060) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Resale Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary (A) to (i) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is notwould be, in the good faith opinion of the Company, in materially detrimental to the best interests of the Company; Company or (iiB) to amend or supplement the affected Resale Registration Statement or the related Prospectus so that such Resale Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided provided, that the Company shall promptly (a) notify each Investor in writing of the commencement of and the reasons for an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; , (b) advise the Investors in writing to cease all sales under the Resale Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (iA) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth earlier of (5thi) five (5) Business Day Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; Statement or (ii) the 120th day after the Closing Date (the 150th day if the SEC reviews the Registration Statement), or (B) after a Registration Statement has been declared effective by the SEC, sales cannot (subject to any Allowed Delay) be made continuously pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below), then ) or the Company will make pro rata payments inability of any Investor to sell the Registrable Securities covered thereby due to market conditions (each paymentsuch event, a “Registration Delay PaymentDefault”). In the event that a Default occurs then, in addition to any other rights the Investors may have hereunder or under applicable law, on the first day of the occurrence of the Default, and on each monthly anniversary of each such date (if the applicable Default shall not have been cured by such date) until the applicable Default is cured, the Company shall pay to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”)Investors an amount in cash, as liquidated damages and not as a penaltypenalty (“Liquidated Damages”), in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.51.0% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in Investor pursuant to the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser Purchase Agreement for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by such Investor on the Investor and the Assigning Purchaser at the commencement date of the applicable Blackout Default and each such monthly anniversary thereof. The parties agree that (1) notwithstanding anything to the contrary herein, no Liquidated Damages shall be payable with respect to any period after the expiration of the Effectiveness Period (it being understood that this sentence shall not relieve the Company of any Liquidated Damages accruing prior to the Effectiveness Period), and (2) in no event shall the Registrable Securities held by the Assigning Purchaser were transferred or assigned aggregate amount of Liquidated Damages payable to more than one affiliate for no additional considerationa Investor exceed, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause aggregate, fifteen percent (b), 1.5% 15%) of the aggregate purchase price paid by such Investor pursuant to acquire the Registrable Securities covered Purchase Agreement and (2) in no event shall the Company be liable in any 30-day period for Liquidated Damages under this Agreement in excess of 1.0% of the aggregate Purchase Price paid by the Registration StatementInvestors pursuant to the Purchase Agreement. Such Registration Delay Payments shall constitute If the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors Company fails to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pay any Liquidated Damages pursuant to this Section shall be paid monthly 2(b) in full within three five (35) Business Days after the date payable, the Company will pay interest thereon at a rate of 1.5% per month (or such lesser maximum amount that is permitted to be paid by applicable law) to the Investor, accruing daily from the date such Liquidated Damages are due until such amounts, plus all such interest thereon, are paid in full. The Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of a Default, except in the case of the last day of each month following the commencement first occurrence of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cashDefault. (ii. ) For not more than thirty twenty (3020) consecutive days or for a total of not more than ninety forty-five (9045) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (iA) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; Company or (iiB) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided provided, that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; , (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use commercially reasonable best efforts to have the any Registration Statement declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after (A) any Registration Statement is declared effective and (B) the filing of any related Prospectus under Rule 424(b), at which time the Company shall simultaneously also provide the Investors with copies of any such related Prospectus to be used in connection with the sale or other disposition of the securities covered therebyProspectus. If (iA)(w) a Registration Statement covering the resale of the Conversion Shares and the Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities is not declared effective by the SEC prior to the fifth earlier of (5thi) five (5) Business Day Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; Statement or (ii) the 90th day after the Proposal Date (the 120th day after the Proposal Date if the Registration Statement is reviewed by the SEC) or (y) a Registration Statement covering Additional Shares is not declared effective by the SEC within ninety (90) days following the time such Registration Statement was required to be filed pursuant to Section 2(a)(ii) (the 120th day after such date if the Registration Statement is reviewed by the SEC), or (B) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s 's failure to update the Registration Statement), but excluding the inability of any Allowed Delay Investor to sell the Registrable Securities covered thereby due to market conditions and except as excused pursuant to subparagraph (as defined ii) below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor, as liquidated damages and not as a penalty, in an amount equal to (i) 1.0% of the aggregate amount invested by such Investor for the Registrable Securities included in the applicable Registration Statement that has not been declared effective (or, in the case of a Registration Statement relating to Additional Shares, the securities giving rise to the issuance of such Additional Shares) for each 30- 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “"Blackout Period”)") and (ii) 1.0% of the aggregate amount invested by such Investor for the Registrable Securities included in the applicable Registration Statement that is not available for resales (or, as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable SecuritiesRegistration Statement relating to Additional Shares, the Registration Delay Payment payable securities giving rise to the issuance of such Assigning Purchaser shall Additional Shares) for each 30-day period or pro rata for any portion thereof that sales could not be governed by this proviso to made thereunder as provided in clause (bB) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statementabove. Such Registration Delay Payments payments shall constitute the Investors’ ' exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. (ii. ) For not more than thirty twenty (3020) consecutive days or for a total of not more than ninety forty-five (9045) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, by suspending the use of any Prospectus included in any registration contemplated by this Section containing such information, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading Company (an “"Allowed Delay”"); provided provided, that the Company shall promptly (a) notify each Investor the Investors in writing of the commencement existence of an Allowed Delay(but in no event, but shall not (without the prior written consent of an Investor) , shall the Company disclose to such Investor any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay; , (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. The Sections 6.1 through 6.8, Section 6.10, Section 6.11 and this Section 6.16 shall be effective upon the execution of this Agreement by the parties hereto. All other provisions of this Agreement shall become automatically effective, without further action of the parties, upon the later of the date (such date, the “Effectiveness Date”) (i) that is two business days prior to the date (the “Scheduled Date”) on which the FDIC is scheduled to be appointed receiver for the Failed Bank and will enter into the P&A Agreement with the Bank relating to the Bank’s purchase of certain assets and assumption of deposits (and certain other specified liabilities) of the Failed Bank and (ii) that the Company shall use commercially reasonable efforts to have notifies the Registration Statement declared effective as soon as practicablePurchasers of the Scheduled Date. The Company shall notify will provide notification to each Purchaser of (i) the Investors Scheduled Date upon the notification to the Company by facsimile or e-mail as promptly as practicable, the FDIC that the Bank is the winning bidder for the Failed Bank and in (ii) any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide changes to the Investors with copies of any related Prospectus to be used in connection with Scheduled Date by the sale or other disposition FDIC following the initial determination of the securities covered therebyScheduled Date by the FDIC. If (i) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth (5th) Business Day after the SEC shall have informed FDIC notifies the Company that no review of the Registration Statement Bank will not be made permitted to enter a bid for the Failed Bank, (ii) the FDIC has notified the Company that the scheduled due date for bids with respect to the Failed Bank has been modified, changed or set to a date later than June 1, 2010, or such other date as the parties mutually agree, or that the SEC FDIC intends not to schedule or re-schedule a bid date for the Failed Bank on or before June 1, 2010, or such other date as the parties mutually agree, (iii) the Bank fails to submit a bid for the Failed Bank by the deadline for such submission established by the FDIC, (iv) the FDIC has notified the Company that the Bank is not the winning bidder for the Failed Bank, (v) no further comments on bid by the Registration Statement; Bank for the Failed Bank has been accepted by the FDIC by June 1, 2010 or (iivi) after a Registration Statement if the Bank has been declared effective selected as the winning bidder for the Failed Bank, the P&A Closing has not occurred by the SECJune 30, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order2010, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penaltythen, in an amount equal to (a) in the case of each Investor that is a Purchasercase, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by this Agreement shall terminate, other than Sections 6.1 through 6.8, Section 6.10, Section 6.11 and this Section 6.16, which shall survive such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relieftermination. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. ii. For not more than thirty (30) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided that the Company shall promptly (a) notify each Investor Purchaser upon receipt of any notification described in writing of the commencement of an Allowed Delay, but shall not (without two preceding sentences from the prior written consent of an Investor) disclose FDIC. Prior to such Investor any material non-public information giving rise to an Allowed Delay; (b) advise the Investors in writing to cease all sales under the Registration Statement until the end termination, neither party may revoke its acceptance of the Allowed Delay; and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicablethis Agreement.

Effectiveness. i. (i) The Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (iA)(x) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth within ninety (5th90) Business Day days after the SEC shall have informed the Company that no review of the Closing Date, or (y) a Registration Statement will be made or that covering Additional Shares is not declared effective by the SEC has no further comments on within ninety (90) days following the time such Registration Statement; Statement was required to be filed pursuant to Section 2(a)(ii) or (iiz) a Shelf Registration Statement is not declared effective by the SEC within 90 days after the Qualification Deadline or (B) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s 's failure to update the Registration Statement), but excluding the inability of any Allowed Delay Investor to sell the Registrable Securities covered thereby due to market conditions and except as excused pursuant to subparagraph (as defined ii) below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “"Blackout Period”"), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser . Such payments shall be governed by this proviso in partial compensation to clause (b) rather than clause (a)the Investors, and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ ' exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments payments shall be made to each Investor in cash. (ii. ) For not more than thirty twenty (3020) consecutive days or for a total of not more than ninety forty-five (9045) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, by suspending the use of any Prospectus included in any registration contemplated by this Section containing such information, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading Company (an “"Allowed Delay”"); provided provided, that the Company shall promptly (a) notify each Investor the Investors in writing of the commencement existence of an Allowed Delay(but in no event, but shall not (without the prior written consent of an Investor) , shall the Company disclose to such Investor any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay; , (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use commercially reasonable best efforts to have the Registration Statement declared effective as soon as practicable. The Company shall notify covering the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors with copies resale of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (i) a Registration Statement covering the Registrable Securities is not declared effective by the SEC as soon as practicable and prior to the fifth earlier of (5thx) ten Business Day Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; Statement or (iiy) the 90th day after the Registration Statement is filed. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within 48 hours, after (A) the Registration Statement is declared effective and (B) the filing of any related Prospectus under Rule 424(b), at which time the Company shall also provide the Investors with a copy of such related Prospectus. After the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (the Company shall take all actions, including without limitation by reason of a stop order, or the Company’s failure to update updating the Registration Statement)Statement as necessary, but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor so that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned may be sold pursuant to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments payable Statement without restriction except as liquidated damages provided pursuant to this Section shall be paid monthly within three subparagraph (3ii) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cashbelow. (ii. ) For not more than thirty (30) consecutive days or for a total of not more than ninety (90) sixty days in any twelve (12) 12 month period, the Company may suspend may, without the use approval of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) Investors, delay the disclosure of material non-public information concerning the Company, Company and thereby suspend its obligations under paragraphs (a) and (c) of this Section 2 (as well as the right of the Investors to use any Prospectus included in any Registration Statement contemplated by this Section) if the disclosure of which at the time such material non-public information is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading Company (an “Allowed Delay”); provided provided, that the Company shall promptly (ax) notify each Investor the Investors in writing of the commencement existence of an Allowed Delay(but in no event, but shall not (without the prior written consent of an Investor) the Investors, shall the Company disclose to such Investor the Investors any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay; , (by) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; , and (cz) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use commercially reasonable its best efforts to have the each Registration Statement declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, possible after any Registration Statement is declared effective and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered therebyfiling. If (iA) a the Registration Statement covering the Registrable Securities is not declared effective by the SEC prior within 150 days following the Closing Date (or if the Company fails to file an acceleration request within the fifth (5th) Business Day after day following the date on which the Company is notified by the SEC shall that such Registration Statement will not be reviewed or is no longer subject to further review and comments seeking to have informed the Company that no review of SEC declare the Registration Statement will be made or that effective), (the SEC has no further comments on the “Registration Statement; or Date”), (iiB) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement) but except as excused pursuant to subparagraph (ii) below, (C) the Registrable Securities (or Additional Registrable Securities after issuance and registration) specifically are not listed or included for quotation on the American Stock Exchange, the New York Stock Exchange, the Nasdaq National Market System or the Nasdaq Small-Cap Market (each an “Approved Market”) or trading of the Common Stock is suspended or halted thereon, or (D) the Company fails, refuses or is otherwise unable to timely issue Underlying Shares upon conversion of the Preferred Shares or Warrant Shares upon exercise of the Warrants, in accordance with the terms of the Certificate and Warrants, unlegended certificates for the Underlying Shares or Warrant Shares as required under the Agreements, in each case within ten (10) days following the Purchaser’s written demand for issuance of such Underlying Shares or Warrant Shares or certificates (any such event under clause (A), but excluding any Allowed Delay (as defined belowB), (C) or (D) constituting a “Registration Default”), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following Conversion Price shall be automatically reduced by 2% as of the date by which occurrence of such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5Default. The aforementioned 2% reduction shall only be applied once regardless of the aggregate Purchase Price (as defined reoccurrence of any Registration Default. The Company shall promptly confirm in writing the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional considerationadjusted Conversion Price, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains provided that any Registrable Securities, the Registration Delay Payment payable failure to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but do so shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cashsuch automatic adjustment. (ii. ) For not more than thirty five (305) consecutive trading days or for a total of not more than ninety twenty (9020) trading days in any consecutive twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, by terminating or suspending effectiveness of any registration contemplated by this Section, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading Company (an “Allowed Delay”); provided provided, that the Company shall promptly (a) notify each Investor the Purchasers in writing of the commencement existence of an Allowed Delay(but in no event, but shall not (without the prior written consent of an Investor) a Purchaser, shall the Company disclose to such Investor Purchaser any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay; , and (b) advise the Investors Purchasers in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use commercially reasonable efforts to have the any Registration Statement declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (iA) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth earlier of (5thi) five (5) Business Day Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; Statement or (ii) the 90th day after the Closing Date, or (B) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below)) or the inability of any Investor to sell the Registrable Securities covered thereby due to market conditions, then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor pursuant to the Purchase Agreement for each 30- 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments payments shall be made to each Investor in cash. (ii. ) For not more than thirty twenty (3020) consecutive days or for a total of not more than ninety forty-five (9045) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (iA) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; Company or (iiB) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided provided, that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; , (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use commercially reasonable best efforts to have the Registration Statement declared effective as soon as practicable. The Company shall notify covering the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors with copies resale of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (i) a Registration Statement covering the Registrable Securities is not declared effective by the SEC as soon as practicable and prior to the fifth earlier of (5thx) ten (10) Business Day Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; Statement or (iiy) the 90th day after the Registration Statement is filed. The Company shall notify the Investor by facsimile or e-mail as promptly as practicable, and in any event, within forty-eight (48) hours, after (A) the Registration Statement is declared effective and (B) the filing of any related Prospectus under Rule 424(b), at which time the Company shall also provide the Investor with a copy of such related Prospectus. After the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (the Company shall take all actions, including without limitation by reason of a stop order, or the Company’s failure to update updating the Registration Statement)Statement as necessary, but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor so that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned may be sold pursuant to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments payable Statement without restriction except as liquidated damages provided pursuant to this Section shall be paid monthly within three subparagraph (3ii) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cashbelow. (ii. ) For not more than thirty forty-five (3045) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month periodperiod without the approval of the Investor, which approval shall not be unreasonably withheld, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, Company and thereby suspend its obligations under paragraphs (a) and (c) of this Section 2 (as well as the right of the Investor to use any Prospectus included in any Registration Statement contemplated by this Section) if the disclosure of which at the time such material non-public information is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading Company (an “Allowed Delay”); provided provided, that the Company shall promptly (a) notify each the Investor in writing of the commencement existence of an Allowed Delay(but in no event, but shall not (without the prior written consent of an the Investor) , shall the Company disclose to such the Investor any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay; , (b) advise the Investors Investor in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; , and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company and the Guarantors shall use commercially reasonable their best efforts to have the each Registration Statement declared effective as soon as practicablepracticable after such Registration Statement is filed with the SEC. The Company or a Guarantor shall notify the Investors Purchasers by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors Purchasers with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (i) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth (5th) Business Day after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; or . (ii) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. ii. For not more than thirty sixty (3060) consecutive days or for a total of not more than ninety one hundred twenty (90120) days in any twelve (12) month period, the Company or Iterum may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section 2 in the event that the Company or Iterum determines in good faith that such suspension is necessary to (iA) delay the disclosure of material non-public information concerning the CompanyCompany or Iterum, the disclosure of which at the time is not, in the good faith opinion of the CompanyCompany or Iterum, in the best interests of the Company; Company or Iterum, (iiB) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading misleading, (C) permit the Company or Iterum to conduct a sale of securities or other financing that is not a sale of Registrable Securities or (D) file a replacement Registration Statement covering the resale of Registrable Securities in connection with the expiration or anticipated expiration of an effective Registration Statement (an “Allowed Delay”); provided that the Company or Iterum shall promptly (a) notify each Investor Purchaser in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investora Purchaser) disclose to such Investor Purchaser any material non-public information giving rise to an Allowed Delay; , (b) advise the Investors Purchasers in writing to cease all sales under the such Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable best efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. The Company shall use its commercially reasonable efforts to have the Initial Registration Statement and any amendment declared effective as soon as practicableby the SEC by the earlier of (a) the 60th calendar day following the initial filing date of the Initial Registration Statement if the SEC notifies the Company that it will “review” the Initial Registration Statement (or the 90th calendar day following the initial filing date of the Initial Registration Statement in the case of a full review by the SEC) and (b) the fifth Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Initial Registration Statement will not be “reviewed” or will not be subject to further review; provided, that in no event shall the deadline for the effectiveness of the Initial Registration Statement be earlier than the fifth Business Day following the date on which the Company files its Definitive Proxy Statement or Annual Report on Form 10-K that includes the disclosures required by Part III of Form 10-K, which shall be filed no later than April 30, 2025 (the “Effectiveness Deadline”). The Company shall notify the Investors Investor by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hoursthree Business Days, after any the Registration Statement is declared effective or is supplemented and shall simultaneously provide the Investors Investor with copies of any related Prospectus prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (i) a The Company shall use commercially reasonable efforts to keep the Initial Registration Statement covering continuously effective pursuant to Rule 415 promulgated under the Registrable Securities is not declared effective Act and available for the resale by the SEC prior to the fifth (5th) Business Day after the SEC shall have informed the Company that no review Investors of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; or (ii) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason all of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by thereby at all times until the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right earliest to occur of the Investors to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. ii. For not more than thirty (30) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to events: (i) delay the disclosure of material non-public information concerning date on which the Company, Investors shall have resold all the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the CompanyRegistrable Securities covered thereby; or and (ii) amend the date on which the Registrable Securities may be resold by the Investors without registration and without regard to any volume or supplement manner-of-sale limitations by reason of Rule 144, without the affected requirement for the Company to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule of similar effect (the “Registration Period”). The Initial Registration Statement (including any amendments or the related Prospectus so that such Registration Statement or Prospectus supplements thereto and prospectuses contained therein) shall not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein therein, or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under in which they were made, not misleading (an “Allowed Delay”); provided that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicablemisleading.

Effectiveness. i. (i) The Company shall use commercially reasonable its best efforts to have the each Registration Statement declared effective as soon as practicable, but in no event later than the earlier of (a) 120 days following the Closing Date (or the date of the occurrence of additional Registrable Securities, as the case may be) and (b) 5 days following the date on which the SEC notifies the Company or its counsel that the Registration Statement is not subject to any further review. The In connection therewith, the Company shall notify respond to all SEC comments on the Investors Registration Statement and file any amendments to the Registration Statement within 15 business days following any date on which the SEC furnishes comments to, asks questions of, or requests further information from, the Company or its counsel with respect to the Registration Statement or any part thereof or any document incorporated by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after reference therein. After any Registration Statement is declared effective and by the SEC, the Company shall simultaneously provide the Investors with copies of any related Prospectus cause such Registration Statement to be used remain effective in connection accordance with the sale terms hereof, subject to permitted suspension of such effectiveness only for Allowed Delays (as defined below). On or other disposition of the securities covered thereby. If (i) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth (5th) Business Day after the SEC shall have informed the Company that no review of the date any Registration Statement will be made or that the SEC has no further comments on the Registration Statement; or (ii) after a Registration Statement has been is declared effective by the SEC, sales cannot the Company shall cause the Registrable Securities to be made pursuant to such Registration Statement specifically listed or included for any reason (including without limitation by reason of a stop orderquotation on the Nasdaq National Market System, the Nasdaq Small Cap Market, the New York Stock Exchange or the Company’s failure to update American Stock Exchange, and maintain such listing and quotation for the Registration Statement), but excluding any Allowed Delay Registrable Securities and the Common Stock in general. (as defined below), then the Company will make pro rata payments ii) For not more than twenty (each payment, a “Registration Delay Payment”20) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price consecutive Trading Days (as defined in the Subscription AgreementsNotes) paid by such Purchaser; (b) in the case and for a total of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. ii. For not more than thirty (30) consecutive days or for a total of not more than ninety (90) days Trading Days in any twelve (12) consecutive month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, by terminating or suspending effectiveness of any registration contemplated by this Section not containing such information, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading Company (an “"Allowed Delay”"); provided provided, that the Company shall promptly (a) notify each the Investor in writing of the commencement existence of an Allowed Delay(but in no event, but shall not (without the prior written consent of an the Investor) , shall the Company disclose to such the Investor any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay; , and (b) advise the Investors Investor in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; . The duration of the Registration Period will be extended by the number of days of any and (c) use commercially reasonable efforts to terminate an all Allowed Delay as promptly as practicableDelays.

Effectiveness. i. (i) The Company Corporation shall use commercially reasonable its best efforts to file each Registration Statement within 45 calendar days after the request by the Holders hereunder if the Registration Statement relates to a public offering of shares of Common Stock, and 60 calendar days for any other Registration Statement, and to have the each Registration Statement declared effective prior to the 60th calendar day following the date that such Registration Statement was initially filed with the SEC (the “Filing Date”) (or, in the event the SEC reviews and has written comments to the Registration Statement, the 90th calendar day following the Filing Date) (the “Effectiveness Deadline”); provided, however, that if the Corporation is notified by the SEC that the Registration Statement will not be reviewed or is no longer subject to further review and comments, the Effectiveness Deadline as soon to such Registration Statement shall be the 3rd Business Day following the date on which the Corporation is so notified if such date precedes the dates otherwise required above, and the Corporation shall use its best efforts to keep each Registration Statement continuously effective under the Securities Act until the earlier of the following (the “Effectiveness Period”): (A) such time as practicableall of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders, (B) there otherwise ceases to be Registrable Securities, or (C) in the case of a Shelf Registration Statement, three years from the date of filing thereof; provided that if, at the expiration of such three-year period, any Registrable Securities remain outstanding, the Company shall use its best efforts to file on the date of expiration of such three-year period a new Shelf Registration Statement. The Company Corporation shall notify the Investors Purchasers by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) 48 hours, after any (X) the Corporation receives written comments to a Registration Statement from the SEC, (Y) the Corporation is notified by the SEC that the Registration Statement will not be reviewed or is no longer subject to further review and comments, and (Z) a Registration Statement is declared effective. At such time as the Corporation notifies the Purchasers that a Registration Statement is declared effective and as provided in the immediately preceding sentence, the Corporation shall simultaneously provide the Investors Purchasers with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (i) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth (5th) Business Day after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; or . (ii) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. ii. For not more than thirty (30) 40 consecutive calendar days or for a total of not more than ninety 75 calendar days (90which need not be consecutive days) days in any twelve (12) -month period, the Company Corporation may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the CompanyCorporation, by deferring the filing of any Registration Statement as otherwise required under this Section 2, or suspending the use of any Prospectus included in any registration contemplated by this Section, if such disclosure of which at the time is not, in the good faith opinion of the CompanyCorporation, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading Corporation (an “Allowed Delay”); provided provided, that the Company Corporation shall promptly (a) notify each Investor the Purchasers in writing of the commencement existence of an Allowed Delay(but in no event, but shall not (without the prior written consent of an Investor) a Purchaser, shall the Corporation disclose to such Investor Purchaser any material non-public information giving rise to of the facts or circumstances regarding) an Allowed Delay; , (b) advise the Investors Purchasers in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; , and (c) use commercially reasonable its best efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable. The Company shall notify the Investors Purchasers by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors Purchasers with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If So long as the Purchasers are in compliance with their obligations set forth in Section 5 hereof, if (iA) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth earlier of (5thi) five (5) Business Day Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; Statement or (ii) the 90th day after the Closing Date (the 120th day after the Closing Date in the event that the Registration Statement has not been declared effective through no fault of the Company), or (B) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding the inability of any Allowed Delay Purchaser to sell the Registrable Securities covered thereby due to market conditions and except as excused pursuant to subparagraph (as defined ii) below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor Purchaser, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by such Purchaser pursuant to the Purchase Agreement for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments payments shall constitute the InvestorsPurchasers’ exclusive monetary remedy for such events, but shall not affect the right of the Investors Purchasers to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments payments shall be made to each Investor Purchaser in cash. (ii. ) For not more than thirty twenty (3020) consecutive days or for a total of not more than ninety forty-five (9045) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, by suspending the use of any Prospectus included in any registration contemplated by this Section containing such information, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading Company (an “Allowed Delay”); provided provided, that the Company shall promptly (a) notify each Investor the Purchasers in writing of the commencement existence of an Allowed Delay(but in no event, but shall not (without the prior written consent of an Investor) Purchaser, shall the Company disclose to such Investor Purchaser any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay; , (b) advise the Investors Purchasers in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. The Company shall use commercially its reasonable best efforts to have the Initial Registration Statement and any amendment declared effective by the SEC at the earliest possible date but no later than the earlier of the 75th calendar day following the initial filing date of the Initial Registration Statement if the SEC notifies the Company that it will “review” the Initial Registration Statement and (b) the fifth Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Initial Registration Statement will not be “reviewed” or will not be subject to further review (the “Effectiveness Deadline”); provided that if the SEC is not available to review or declare effective registration statements as soon of the Effectiveness Deadline, including because of a “lapse in appropriations” (as practicabledescribed in the SEC’s Operations Plan Under a Lapse in Appropriations and Government Shutdown, August 7, 2025, or any similar guidance subsequently published by the SEC), then, after the SEC resumes reviewing and declaring effective registration statements, the Effectiveness Deadline shall be the fifth (5th) Business Day following the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Initial Registration Statement will not be “reviewed” or will not be subject to further review (or, in the event the SEC reviews and has written comments to the Initial Registration Statement, the 75th calendar day following the date the SEC resumes reviewing and declaring effective registration statements). The Company shall notify the Investors Purchaser by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) 24 hours, after any the Registration Statement is declared effective or is supplemented and shall simultaneously provide the Investors Purchaser with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (i) a The Company shall use reasonable best efforts to keep the Initial Registration Statement covering the Registrable Securities is not declared continuously effective by the SEC prior to the fifth (5th) Business Day after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; or (ii) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement Rule 415 promulgated under the Securities Act and available for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid resale by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement all of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by thereby at all times until the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right earliest to occur of the Investors to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. ii. For not more than thirty (30) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to events: (i) delay the disclosure of material non-public information concerning date on which the CompanyPurchaser shall have resold all the Registrable Securities covered thereby pursuant to any applicable securities exemption, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Companyincluding Rule 144 (or any successor provision) or pursuant to a Registration Statement; or and (ii) amend the date on which the Registrable Securities may be resold by the Purchaser without registration and without regard to any volume or supplement manner-of-sale limitations by reason of Rule 144, without the affected requirement for the Company to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule of similar effect (the “Registration Period”). The Initial Registration Statement (including any amendments or the related Prospectus so that such Registration Statement or Prospectus supplements thereto and prospectuses contained therein) shall not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein therein, or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under in which they were made, not misleading (an “Allowed Delay”); provided that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicablemisleading.

Effectiveness. i. The Company shall use commercially its reasonable best efforts to have the Initial Registration Statement and any amendment declared effective as soon as practicableby the SEC at the earliest possible date but no later than the earlier of (a) the 75th calendar day following the earlier of (x) the initial filing date of the Initial Registration Statement and (y) the Filing Deadline, if the SEC notifies the Company that it will “review” the Initial Registration Statement and (b) the fifth Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Initial Registration Statement will not be “reviewed” or will not be subject to further review (the “Effectiveness Deadline”). The Company shall notify the Investors Buyer by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) 24 hours, after any the Registration Statement is declared effective or is supplemented and shall simultaneously provide the Investors Buyer with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (i) a The Company shall use reasonable best efforts to keep the Initial Registration Statement covering continuously effective pursuant to Rule 415 promulgated under the Registrable Securities is not declared effective Act and available for the resale by the SEC prior to the fifth (5th) Business Day after the SEC shall have informed the Company that no review Buyer of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; or (ii) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason all of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by thereby at all times until the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right earliest to occur of the Investors to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. ii. For not more than thirty (30) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to events: (i) delay the disclosure of material non-public information concerning date on which the Company, Buyer shall have resold all the disclosure of which at Registrable Securities covered thereby pursuant to Rule 144 or pursuant to the time is not, in the good faith opinion of the Company, in the best interests of the CompanyInitial Registration Statement; or and (ii) amend the date on which the Registrable Securities may be resold by the Buyer without registration and without regard to any volume or supplement manner-of-sale limitations by reason of Rule 144, without the affected requirement for the Company to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule of similar effect (the “Registration Period”). The Initial Registration Statement (including any amendments or the related Prospectus so that such Registration Statement or Prospectus supplements thereto and prospectuses contained therein) shall not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein therein, or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under in which they were made, not misleading (an “Allowed Delay”); provided that misleading. The Effectiveness Deadline shall automatically be extended, day for day, by the Company shall promptly (a) notify each Investor in writing number of days the commencement of an Allowed DelaySEC is closed for operations due to a government shutdown, but shall not (without any action required by the prior written consent of an Investor) disclose to Buyer and without such Investor any material non-public information giving rise to an Allowed Delay; (b) advise extension constituting a default by the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicableCompany.

Effectiveness. i. (i) The Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (iA)(x) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth earlier of (5thi) five (5) Business Day Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; Statement or (ii) the 90th day after the Filing Deadline or (y) a Shelf Registration Statement is not declared effective by the SEC prior to the earlier of (i) five (5) Business Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement or (ii) the 90th day after the Qualification Deadline, or (B) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below)) or the inability of any Investor to sell the Registrable Securities covered thereby due to market conditions, then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor pursuant to the Existing Agreement, the Borrowing Notice and/or the Purchase Agreement for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments payments shall be made to each Investor in cash. (ii. ) For not more than thirty twenty (3020) consecutive days or for a total of not more than ninety sixty (9060) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (iA) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or , (iiB) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading misleading, or (C) obtain an expert consent which is required for the continued use of any Prospectus included in any Registration Statement (an “Allowed Delay”); provided provided, that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; , (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use commercially reasonable best efforts to have the Registration Statement Statements declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twentyforty-four eight (2448) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors with copies access to a copy of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If Subject to Section 2(d), if (iA) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth earlier of (5thx) ten (10) Business Day Days after the SEC shall have informed informs the Company that no review of the such Registration Statement will be made or that the SEC has no further comments on such Registration Statement and (y) the 90th day after the Closing Date (or the 120th day if the SEC reviews such Registration Statement; ) (the “Effectiveness Deadline”), or (iiB) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the such Registration Statement), but excluding any Allowed Delay (as defined below) or, if the Registration Statement is on Form S-1, for a period of twenty (20) days following the date on which the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K (a “Maintenance Failure”), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor then holding Registrable Securities, as liquidated damages and not as a penalty, in an amount equal to 1% of the aggregate amount paid pursuant to the Purchase Agreement by such Investor for such Registrable Securities then held by such Investor for each 30- 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three no later than five (35) Business Days of the last after each such 30-day of each month period following the commencement of the Blackout Period until the termination of the Blackout PeriodPeriod (the “Blackout Period Payment Date”). Such Registration Delay Payments payments shall be made to each Investor in cash. ii. For Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not more than thirty (30) consecutive days or for a total of not more than ninety (90) days be paid by the Blackout Payment Date until such amount is paid in any twelve (12) month periodfull. Notwithstanding the foregoing, the Company may will not be liable for any liquidated damages under this Section 2(c)(i) with respect to any Warrant Shares prior to their issuance. (ii) Notwithstanding anything to the contrary contained herein, the Company may, upon written notice to any holder of Registrable Securities included in a Registration Statement, suspend the use of any Registration Statement, including any Prospectus included that forms a part of a Registration Statement, if the Company (A) determines that it would be required to make disclosure of nonpublic material information in any the Registration Statement contemplated by this Section in that would otherwise not be required to be disclosed at that time that would be materially adverse to the event that Company, or (B) the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) it must amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading misleading; provided, however, in no event shall holders of Registrable Securities be suspended from selling Registrable Securities pursuant to the Registration Statement for a period that exceeds 30 consecutive Trading Days or 60 total Trading Days in any 360-day period (any such suspension contemplated by this Section 2(c)(ii), an “Allowed Delay”); provided that . Upon disclosure of such information or the termination of the condition described above, the Company shall promptly (a) notify each Investor provide prompt notice to holders whose Registrable Securities are included in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; (b) advise the Investors in writing to cease all sales under the Registration Statement until the end Statement, and shall promptly terminate any suspension of the Allowed Delay; sales it has put into effect and (c) use commercially shall take such other reasonable efforts actions to terminate an Allowed Delay permit registered sales of Registrable Securities as promptly as practicablecontemplated hereby.

Effectiveness. i. (i) The Company shall use commercially reasonable efforts to have the each Registration Statement declared effective as soon as practicablepracticable after the filing thereof. The Company shall respond promptly to any and all comments made by the staff of the SEC on each Registration Statement, and shall submit to the SEC, within two (2) Business Days after the Company learns that no review of the Registration Statement will be made by the staff of the SEC or that the staff of the SEC has no further comments on such Registration Statement, as the case may be, a request for acceleration of the effectiveness of such Registration Statement to a time and date not later than two (2) Business Days after the submission of such requests. The Company shall notify the Investors Purchasers that purchased the Registrable Securities being registered by such Registration Statement by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any such Registration Statement is declared effective and shall simultaneously provide the Investors such Purchasers with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If . (iii) a If, with respect to any Registration Statement covering the First Closing Registrable Securities: (A) such Registration Statement covering the First Closing Registrable Securities is not filed with the SEC on or prior to the First Closing Filing Deadline (if the Company files a Registration Statement without affording PDL BioPharma, Inc. the opportunity to review and comment on the same as required by Section 3(c) herein, the Company shall be deemed to have not satisfied this clause (A)), (B) the Company fails to file with the SEC a request for acceleration of the effectiveness of such Registration Statement in accordance with Rule 461 promulgated by the SEC pursuant to the Securities Act, within two (2) Business Days after the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further review, (C) prior to the effective date of such Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the SEC in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the SEC that such amendment is required in order for such Registration Statement to be declared effective, (D) such Registration Statement covering the First Closing Registrable Securities is not declared effective by the SEC prior to the fifth 75th calendar day following the First Closing Date (5th) Business Day after or, in the SEC shall have informed the Company that no review event of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; or (ii) after a Registration Statement has been declared effective “review” by the SEC, sales cannot be made pursuant the 120th calendar day following the First Closing Date), (E) after the effective date of such Registration Statement, the Registration Statement ceases for any reason to remain continuously effective as to all First Closing Registrable Securities included in such Registration Statement for any reason (including without limitation by reason of a stop orderduring the applicable Effectiveness Period, or PDL BioPharma, Inc. are otherwise not permitted to utilize the Company’s Prospectus therein during the applicable Effectiveness Period to resell such First Closing Registrable Securities, for more than thirty (30) consecutive trading days or more than an aggregate of sixty (60) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to update the Registration Statementas a “First Closing Event”, and for purposes of clauses (A) and (D), but excluding any Allowed Delay the date on which such First Closing Event occurs, and for purpose of clause (B) the date on which such two (2) Business Day period is exceeded, and for purpose of clause (C) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (E) the date on which such thirty (30) trading day or sixty (60) calendar day period, as defined below)applicable, then the Company will make pro rata payments (each payment, is exceeded being referred to as a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout PeriodFirst Closing Event Date”), then, in addition to any other rights that PDL BioPharma, Inc. may have hereunder or under applicable law, on each such First Closing Event Date and on each monthly anniversary of each such First Closing Event Date (if the applicable First Closing Event shall not have been cured by such date) until the applicable First Closing Event is cured, the Company shall pay to PDL BioPharma, Inc. an amount in cash, as partial liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.52.0% of the aggregate purchase price paid by such Investor to acquire PDL BioPharma, Inc. for the First Closing Registrable Securities covered by issued in the Registration StatementFirst Closing (pro rated for partial months). Such Registration Delay Payments Notwithstanding anything to the contrary herein or in the Purchase Agreement, in no event shall constitute the Investors’ exclusive monetary remedy for aggregate amount of such eventspartial liquidated damages (excluding interest) payable to PDL BioPharma, but shall not affect Inc. pursuant to this Section exceed, in the right aggregate, 8.0% of the Investors aggregate purchase price paid by PDL BioPharma, Inc. for the First Closing Registrable Securities issued in the First Closing. If the Company fails to seek injunctive relief. The Registration Delay Payments payable as pay any partial liquidated damages pursuant to this Section shall be paid monthly in full within three (3) Business Days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to PDL BioPharma, Inc., accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of a First Closing Event. (iii) If, with respect to any Registration Statement covering the Second Closing Registrable Securities: (A) such Registration Statement covering the Second Closing Registrable Securities is not filed with the SEC on or prior to the Second Closing Filing Deadline (if the Company files a Registration Statement without affording the Purchasers the opportunity to review and comment on the same as required by Section 3(c) herein, the Company shall be deemed to have not satisfied this clause (A)), (B) the Company fails to file with the SEC a request for acceleration of the last effectiveness of such Registration Statement in accordance with Rule 461 promulgated by the SEC pursuant to the Securities Act, within two (2) Business Days after the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further review, (C) prior to the effective date of such Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the SEC in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the SEC that such amendment is required in order for such Registration Statement to be declared effective, (D) such Registration Statement covering the Second Closing Registrable Securities is not declared effective by the SEC prior to the 150th calendar day of each month following the commencement Second Closing Date (or, in the event of a “review” by the Blackout SEC, the 240th calendar day following the First Closing Date), (E) after the effective date of such Registration Statement, the Registration Statement ceases for any reason to remain continuously effective as to all Second Closing Registrable Securities included in such Registration Statement during the applicable Effectiveness Period, or the Purchasers are otherwise not permitted to utilize the Prospectus therein during the applicable Effectiveness Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. ii. For not resell such Second Closing Registrable Securities, for more than thirty (30) consecutive trading days or for a total of not more than ninety an aggregate of sixty (9060) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as a “Second Closing Event”, and for purposes of clauses (A) and (D), the date on which such Second Closing Event occurs, and for purpose of clause (B) the date on which such two (2) Business Day period is exceeded, and for purpose of clause (C) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (E) the date on which such thirty (30) trading day or sixty (60) calendar day period, as applicable, is exceeded being referred to as a “Second Closing Event Date”), then, in addition to any twelve other rights that the Purchasers may have hereunder or under applicable law, on each such Second Closing Event Date and on each monthly anniversary of each such Second Closing Event Date (12if the applicable Second Closing Event shall not have been cured by such date) month perioduntil the applicable Second Closing Event is cured, the Company may suspend shall pay to the use Purchasers an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid by the Purchasers for the Second Closing Registrable Securities issued in the Second Closing (pro rated for partial months). Notwithstanding anything to the contrary herein or in the Purchase Agreement, in no event shall the aggregate amount of such partial liquidated damages (excluding interest) payable to the Purchasers pursuant to this Section exceed, in the aggregate, 6.0% of the aggregate purchase price paid by the Purchasers for the Second Closing Registrable Securities issued in the Second Closing. If the Company fails to pay any Prospectus included in any Registration Statement contemplated by partial liquidated damages pursuant to this Section in full within three (3) Business Days after the event that date payable, the Company determines will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Purchasers, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in good faith that such suspension is necessary full. The partial liquidated damages pursuant to (i) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus terms hereof shall not include an untrue statement apply on a daily pro rata basis for any portion of a material fact or omit month prior to state the cure of a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicableSecond Closing Event.

Effectiveness. i. The Company shall use commercially its reasonable best efforts to have the Initial Registration Statement, and any amendment thereto declared effective by the SEC at the earliest possible date but no later than the earlier of (1) the one hundred and twentieth (120th) calendar day following the earlier of (i) the initial filing date of the Initial Registration Statement declared effective as soon as practicableand (ii) the applicable Filing Deadline, if the SEC notifies the Company that it will not “review” the Initial Registration Statement, (2) the one hundred and fiftieth (150th) calendar day following the earlier of (i) the initial filing date of the Initial Registration Statement and (ii) the applicable Filing Deadline, if the SEC notifies the Company that it will “review” the Initial Registration Statement and (3) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Initial Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any the Initial Registration Statement is declared effective or is supplemented and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (i) a The Company shall use reasonable best efforts to keep the Initial Registration Statement covering continuously effective pursuant to Rule 415 promulgated under the Registrable Securities is not declared effective Act and available for the resale by the SEC prior to the fifth (5th) Business Day after the SEC shall have informed the Company that no review Investors of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; or (ii) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason all of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by thereby during the Registration StatementPeriod. Such The Initial Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. ii. For not more than thirty (30) consecutive days or for a total of not more than ninety (90) days in contain any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein therein, or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under in which they were made, not misleading (an “Allowed Delay”); provided that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicablemisleading.

Effectiveness. i. (i) The Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable. The Company shall notify the Investors Purchasers by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors Purchasers with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (iA)(x) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth earlier of (5thi) five (5) Business Day Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; Statement or (ii) the 90th day after the Closing Date (the 120th day if the SEC reviews the Registration Statement) or (y) a Shelf Registration Statement is not declared effective by the SEC prior to the earlier of (i) five (5) Business Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement or (ii) the 90th day after the Qualification Deadline (the 120th day if the SEC reviews the Registration Statement), or (B) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below)) or the inability of any Purchaser to sell the Registrable Securities covered thereby due to market conditions, then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor Purchaser, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount paid by such Purchaser to exercise its Old Warrants for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments payments shall constitute the InvestorsPurchasers’ exclusive monetary remedy for such events, but shall not affect the right of the Investors Purchasers to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments payments shall be made to each Investor Purchaser in cash. (ii. ) For not more than thirty twenty (3020) consecutive days or for a total of not more than ninety forty-five (9045) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (iA) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; Company or (iiB) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided provided, that the Company shall promptly (a) notify each Investor Purchaser in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an InvestorPurchaser) disclose to such Investor Purchaser any material non-public information giving rise to an Allowed Delay; , (b) advise the Investors Purchasers in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (iA)(x) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth earlier of (5thi) five (5) Business Day Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that (ii) the 90th day after the Closing Date (the 120th day if the Registration Statement is reviewed by the SEC), (y) a Registration Statement covering Additional Shares is not declared effective by the SEC has no further comments on within ninety (90) days following the time such Registration Statement was required to be filed pursuant to Section 2(a)(ii) (120 days if the Registration Statement; Statement is reviewed by the SEC) or (iiz) a Shelf Registration Statement is not declared effective by the SEC within ninety (90) days after the Qualification Deadline (120 days if the Registration Statement is reviewed by the SEC), or (B) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding the inability of any Allowed Delay Investor to sell the Registrable Securities covered thereby due to market conditions and except as excused pursuant to subparagraph (as defined ii) below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30- 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser . Such payments shall be governed by this proviso in partial compensation to clause (b) rather than clause (a)the Investors, and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments payments shall be made to each Investor in cash. (ii. ) For not more than thirty twenty (3020) consecutive days or for a total of not more than ninety forty-five (9045) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, by suspending the use of any Prospectus included in any registration contemplated by this Section containing such information, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading Company (an “Allowed Delay”); provided provided, that the Company shall promptly (a) notify each Investor the Investors in writing of the commencement existence of an Allowed Delay(but in no event, but shall not (without the prior written consent of an Investor) , shall the Company disclose to such Investor any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay; , (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. The Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable. The Company shall notify the Investors Purchaser by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four two (242) hoursTrading Days, after any Registration Statement is declared effective and shall simultaneously provide the Investors Purchaser with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (iA) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth earlier of (5thi) Business Day five (5) Trading Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; Statement or (ii) the 180th day after the Closing Date, or (B) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”in cash or in shares of Common Stock at $0.40 per Share at the Purchaser’s option) to each Investor Purchaser, as liquidated damages and not as a penalty, in an amount equal to 0.025% of the aggregate amount invested by Purchaser for each 30- 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments payments shall constitute the Investors’ Purchaser’s exclusive monetary remedy for such events, but shall not affect the right of the Investors Purchaser to seek injunctive relief. The Registration Delay Payments amount payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three (3) Business Days 10 days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. The Blackout Period shall expire upon the declaration of effectiveness by the SEC of the Registration Statement (if the Blackout Period is covered by clause (A) of this Section 2(C)) or the date on which sale pursuant to the Registration Statement may resume (if the Blackout Period is covered by clause (b) of this Section 2(C)). Such Registration Delay Payments payments shall be made to each Investor Purchaser in cash. ii. For not more cash no later than thirty (30) consecutive days or for a total of not more than ninety (9010) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; (b) advise the Investors in writing to cease all sales under the Registration Statement until after the end of the Allowed Delay; and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicableeach 30-day period.

Effectiveness. i. (i) The Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (iA)(x) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth earlier of (5thi) five (5) Business Day Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; Statement or (ii) the 90th day after the Closing Date (the 120th day if the SEC reviews the Registration Statement), or (y) a Registration Statement covering Additional Shares is not declared effective by the SEC within ninety (90) days following the time such Registration Statement was required to be filed pursuant to Section 2(a)(ii) (120 days if the SEC reviews the Registration Statement), or (B) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding the inability of any Allowed Delay Investor to sell the Registrable Securities covered thereby due to market conditions and except as excused pursuant to subparagraph (as defined ii) below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments payments shall be made to each Investor in cash. (ii. ) For not more than thirty twenty (3020) consecutive days or for a total of not more than ninety forty-five (9045) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, by suspending the use of any Prospectus included in any registration contemplated by this Section containing such information, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading Company (an “Allowed Delay”); provided provided, that the Company shall promptly (a) notify each Investor the Investors in writing of the commencement existence of an Allowed Delay(but in no event, but shall not (without the prior written consent of an Investor) , shall the Company disclose to such Investor any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay; , (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use commercially reasonable best efforts to have the Registration Statement Statements declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twentyforty-four eight (2448) hours, after (x) the SEC notified the Company that it has no further comments to the Registration Statement and (y) any Registration Statement is declared effective effective, and shall simultaneously provide the Investors with copies access to a copy of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If Subject to Section 2(d), if (iA) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth (5th) Business Day 120th day after the SEC shall have informed Closing Date (or the Company that no review of the Registration Statement will be made or that 150th day if the SEC has no further comments on the reviews such Registration Statement; ) (the “Effectiveness Deadline”), or (iiB) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the such Registration Statement), but excluding any Allowed Delay (as defined below) or, if the Registration Statement is on Form F-1, for a period of twenty (20) days following the date on which the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 20-F (a “Maintenance Failure”), then then, at the election of each Investor, the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each electing Investor then holding Registrable Securities, as liquidated damages and not as a penalty, in an amount equal to 1% of the aggregate amount paid pursuant to the Purchase Agreement by such Investor for such Registrable Securities then held by such Investor for each 30- 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of . For each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable elects to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional considerationreceive liquidated damages, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments payments shall constitute the such Investors’ exclusive monetary remedy for such events, but events and shall be in addition to any other rights the Investors may have hereunder or under applicable law and shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three no later than five (35) Business Days of the last after each such 30-day of each month period following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments payments shall be made to each electing Investor in cash. Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by the Blackout Payment Date until such amount is paid in full. (ii. For not more than thirty (30) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month periodNotwithstanding anything to the contrary contained herein, the Company may may, upon written notice to any holder of Registrable Securities included in a Registration Statement, suspend the use of any Registration Statement, including any Prospectus included that forms a part of a Registration Statement, if the Company (X) determines that it would be required to make disclosure of material information in any the Registration Statement contemplated by this Section in the event that the Company has a bona fide business purpose for preserving as confidential, (Y) the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) it must amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading or (Z) the Company has experienced or is experiencing some other material non-public event, including a pending transaction involving the Company, the disclosure of which at such time, in the good faith judgment of the Company, would adversely affect the Company; provided, however, in no event shall holders of Registrable Securities be suspended from selling Registrable Securities pursuant to the Registration Statement for a period that exceeds 120 calendar days (which need not be consecutive) in any 360-day period (any such suspension contemplated by this Section 2(c)(ii), an “Allowed Delay”); provided that . Upon disclosure of such information or the termination of the condition described above, the Company shall promptly (a) notify each Investor provide prompt notice to holders whose Registrable Securities are included in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; (b) advise the Investors in writing to cease all sales under the Registration Statement until the end Statement, and shall promptly terminate any suspension of the Allowed Delay; sales it has put into effect and (c) use commercially shall take such other reasonable efforts actions to terminate an Allowed Delay permit registered sales of Registrable Securities as promptly as practicablecontemplated hereby.

Effectiveness. i. (i) The Company shall use commercially reasonable efforts to have the Shelf Registration Statement or New Registration Statement declared effective as soon as practicablepracticable but in no event later than the Effectiveness Deadline (including filing with the SEC a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act), and shall use its commercially reasonable efforts to keep the Shelf Registration Statement or New Registration Statement continuously effective under the Securities Act until the earlier of (A) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders, or (B) the date that all the Shares cease to be Registrable Securities (the “Effectiveness Period”); provided that the Company will not be obligated to update the Registration Statement and no sales may be made under the applicable Registration Statement during any Allowed Delay of which the Holders have received notice. The Company shall notify the Investors Participating Holders of the effectiveness of a Registration Statement by facsimile or e-mail as promptly as practicable, and in any eventshall, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously if requested provide the Investors Participating Holders with copies of any related the final Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (i) a Registration Statement covering the Registrable Securities is not declared effective Upon notification by the SEC prior to the fifth (5th) Business Day after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; or (ii) after a any Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if within one (1) the Assigning Purchaser retains any Registrable SecuritiesBusiness Day thereafter, the Registration Delay Payment payable to such Assigning Purchaser Company shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between file the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement final prospectus under Rule 424 of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cashAct. (ii. ) For not more than thirty forty-five (3045) consecutive days or for a total of not more than ninety (90) days and on not more than two (2) occasions, in each case in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section 2 if (A) the negotiation or consummation of a transaction by the Company is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the event Registration Statement of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements, or (B) the Company determines in good faith faith, upon advice of legal counsel, that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided provided, that the Company shall promptly (a1) notify each Investor Participating Holder in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investora Participating Holder) disclose to such Investor Participating Holder any material non-public information giving rise to an Allowed Delay; , (b2) advise the Investors Participating Holders in writing to cease all sales under the such Registration Statement until the end of the Allowed Delay; Delay and (c3) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicablewithin one hundred twenty (120) days of the date hereof (one hundred eighty (180) days in the event the Commission shall provide any comments to the Registration Statement) (the “Effectiveness Deadline”). The Company shall notify the Investors Purchasers by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four two (242) hoursTrading Days, after any Registration Statement is declared effective and and, if requested, shall simultaneously provide the Investors Purchasers with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (iA) a Registration Statement covering the Registrable Securities is not declared effective by the SEC Commission prior to the fifth earlier of (5thi) Business Day five (5) Trading Days after the SEC Commission shall have informed the Company that no review of the Registration Statement will be made or that the SEC Commission has no further comments on the Registration Statement; Statement or (ii) the Effectiveness Deadline date, or (B) after a Registration Statement has been declared effective by the SECCommission, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s Companys failure to update the Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor Purchaser, as liquidated damages and not as a penalty, in an amount equal to 0.5% of the aggregate amount invested by such Purchaser for each 30- 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments payments shall constitute the InvestorsPurchasers’ exclusive monetary remedy for such events, but shall not affect the right of the Investors Purchasers to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three ten (310) Business Days days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. The Blackout Period shall expire upon the declaration of effectiveness by the Commission of the Registration Statement (if the Blackout Period is covered by clause (A) of this Section 2(c)(i)) or the date on which sales pursuant to the Registration Statement may resume (if the Blackout Period is covered by clause (B) of this Section 2(c)(i)). Such Registration Delay Payments payments shall be made to each Investor Purchaser in cashcash no later than ten (10) days after the end of each 30-day period. Notwithstanding anything else to the contrary contained herein, liquidated damages, if any, payable pursuant to this Section 2(c) shall cease to accrue after the date that is six (6) months after the Closing Date. (ii. ) For not more than thirty twenty (3020) consecutive days or for a total of not more than ninety forty-five (9045) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section 2 in the event that the Company determines in good faith that such suspension is necessary to (iA) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; Company or (iiB) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading misleading, or (C) to file a post-effective amendment to such Registration Statement to comply with the undertakings required by Item 512(a) of Regulation S-K (an “Allowed Delay”); provided provided, that the Company shall promptly (a) notify each Investor Purchaser in writing of the commencement of and the reasons for an Allowed Delay, but shall not (without the prior written consent of an Investora Purchaser) disclose to such Investor Purchaser any material non-public information giving rise to an Allowed Delay; , (b) advise the Investors Purchasers in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (iA)(x) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth earlier of (5thi) five (5) Business Day Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; Statement or (ii) ninety (90) days after the Registration Statement is first filed with the SEC or (y) a Registration Statement covering Additional Shares is not declared effective by the SEC prior to the earlier of (i) five (5) Business Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement or (ii) the one hundred twentieth (120th) day after the Additional Shares Filing Deadline, or (B) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including including, without limitation limitation, by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below)) or the inability of any Investor to sell the Registrable Securities covered thereby due to market conditions, then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor, as liquidated damages and not as a penalty, in an amount equal to 2.0% of the aggregate Purchase Price paid by the Investor pursuant to the applicable Purchase Agreement for the Registrable Securities for each 30- 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments payments shall be made to each Investor in cash. (ii. ) For not more than thirty twenty (3020) consecutive days or for a total of not more than ninety forty-five (9045) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (iA) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; Company or (iiB) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided provided, that the Company shall promptly (a) notify each Investor in writing of the commencement of and the reasons for an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; , (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate an the Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company Corporation shall use commercially reasonable its best efforts to file each Registration Statement within 45 calendar days after the request by the Holders hereunder if the Registration Statement relates to a public offering of shares of Common Stock, and 60 calendar days for any other Registration Statement, and to have the each Registration Statement declared effective prior to the 60th calendar day following the date that such Registration Statement was initially filed with the SEC (the “Filing Date”) (or, in the event the SEC reviews and has written comments to the Registration Statement, the 90th calendar day following the Filing Date) (the “Effectiveness Deadline”); provided, however, that if the Corporation is notified by the SEC that the Registration Statement will not be reviewed or is no longer subject to further review and comments, the Effectiveness Deadline as soon to such Registration Statement shall be the 3rd Business Day following the date on which the Corporation is so notified if such date precedes the dates otherwise required above, and the Corporation shall use its best efforts to keep each Registration Statement continuously effective under the Securities Act until the earlier of the following (the “Effectiveness Period”): (A) such time as practicableall of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders, (B) there otherwise ceases to be Registrable Securities, or (C) in the case of a Shelf Registration Statement, three years from the date of filing thereof; provided that if, at the expiration of such three-year period, any Registrable Securities remain outstanding, the Company shall use its best efforts to file on the date of expiration of such three-year period a new Shelf Registration Statement. The Company Corporation shall notify the Investors Purchasers by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) 48 hours, after any (X) the Corporation receives written comments to a Registration Statement from the SEC, (Y) the Corporation is notified by the SEC that the Registration Statement will not be reviewed or is no longer subject to further review and comments, and (Z) a Registration Statement is declared effective. At such time as the Corporation notifies the Purchasers that a Registration Statement is declared effective and as provided in the immediately preceding sentence, the Corporation shall simultaneously provide the Investors Purchasers with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (i) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth (5th) Business Day after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; or . (ii) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. ii. For not more than thirty (30) 40 consecutive calendar days or for a total of not more than ninety 75 calendar days (90which need not be consecutive days) days in any twelve (12) -month period, the Company Corporation may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the CompanyCorporation, by deferring the filing of any Registration Statement as otherwise required under this Section 2, or suspending the use of any Prospectus included in any registration contemplated by this Section, if such disclosure of which at the time is not, in the good faith opinion of the CompanyCorporation, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading Corporation (an “Allowed Allowed’ Delay”); provided provided, that the Company Corporation shall promptly (a) notify each Investor the Purchasers in writing of the commencement existence of an Allowed Delay(but in no event, but shall not (without the prior written consent of an Investor) a Purchaser, shall the Corporation disclose to such Investor Purchaser any material non-public information giving rise to of the facts or circumstances regarding) an Allowed Delay; , (b) advise the Investors Purchasers in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; , and (c) use commercially reasonable its best efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use commercially reasonable efforts to have the any Registration Statement declared effective as soon as practicablepracticable after the filing. The Company shall respond promptly to any and all comments made by the staff of the SEC on any Registration Statement, and shall submit to the SEC, within two (2) business days after the Company learns that no review of the Registration Statement will be made by the staff of the SEC or that the staff of the SEC has no further comments on such Registration Statement, as the case may be, a request for acceleration of the effectiveness of such Registration Statement to a time and date not later than two (2) business days after the submission of such request. The Company shall notify the Investors Purchaser by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any such Registration Statement is declared effective and shall simultaneously shall, upon request, provide the Investors Purchaser with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If . (iii) a If, with respect to any Registration Statement covering the Registrable Securities: (A) such Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, (B) such Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth earlier of: (5thx) ten (10) Business Day Days after the SEC shall have informed informs the Company that no review of the such Registration Statement will be made or that the SEC has no further comments on the such Registration Statement; , (y) the 120th calendar day following the Closing Date, or (iiz) in the event of a “review” by the SEC, the 160th calendar day following the Closing Date (as applicable, the “Effectiveness Deadline”), or (C) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the such Registration Statement), but excluding any Allowed Delay (as defined below) or, if the Registration Statement is on Form S-1, for a period of twenty (20) days following the date on which the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K (a “Maintenance Failure”), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor Purchaser then holding Registrable Securities, as liquidated damages and not as a penalty, in an amount equal to 1% of the aggregate amount paid pursuant to the Purchase Agreement by such Purchaser for such Registrable Securities then held by such Purchaser for each 30- 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments payments shall constitute the Investors’ Purchaser’s exclusive monetary remedy for such events, but shall not affect the right of the Investors Purchaser to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three no later than five (35) Business Days of the last after each such 30-day of each month period following the commencement of the Blackout Period until the termination of the Blackout PeriodPeriod (the “Blackout Payment Date”). Such Registration Delay Payments payments shall be made to each Investor Purchaser in cash. Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by the Blackout Payment Date until such amount is paid in full. ii. For not more than thirty (30iii) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month periodNotwithstanding anything to the contrary contained herein, the Company may may, upon written notice to any holder of Registrable Securities included in a Registration Statement, suspend the use of any Registration Statement, including any Prospectus included that forms a part of a Registration Statement, if the Company (X) determines that it would be required to make disclosure of material information in any the Registration Statement contemplated by this Section in the event that the Company has a bona fide business purpose for preserving as confidential, (Y) the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) it must amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading or (Z) the Company has experienced or is experiencing some other material non-public event, including a pending transaction involving the Company, the disclosure of which at such time, in the good faith judgment of the Company, would adversely affect the Company; provided, however, in no event shall holders of Registrable Securities be suspended from selling Registrable Securities pursuant to the Registration Statement for a period that exceeds 30 consecutive Trading Days or 60 total Trading Days in any 360-day period (any such suspension contemplated by this Section 2(c)(ii), an “Allowed Delay”); provided that . Upon disclosure of such information or the termination of the condition described above, the Company shall promptly (a) notify each Investor provide prompt notice to holders whose Registrable Securities are included in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; (b) advise the Investors in writing to cease all sales under the Registration Statement until the end Statement, and shall promptly terminate any suspension of the Allowed Delay; sales it has put into effect and (c) use commercially shall take such other reasonable efforts actions to terminate an Allowed Delay permit registered sales of Registrable Securities as promptly as practicablecontemplated hereby.

Effectiveness. i. (i) The Company shall use commercially reasonable its best efforts to have the Registration Statement declared effective as soon as practicable. The Company shall notify the Investors Purchasers by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors Purchasers with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (iA) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth earlier of (5thi) five (5) Business Day Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; Statement or (ii) the 75th day after the Filing Deadline or (B) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below)) or the inability of any Purchaser to sell the Registrable Securities covered thereby due to market conditions, then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor Purchaser, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by such Purchaser for each 30- the first 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective and 1.5% of the aggregate amount invested by such Purchaser for each 30-day period thereafter or pro rata for any portion thereof for which such Registration Statement should have been effective (the “Blackout Period”); provided, as liquidated damages and that the maximum payments to the Purchasers pursuant to this Section 2(c) shall not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5exceed 10.0% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid amount invested by such Purchaser; . If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven (b7) in days after the case date payable, the Company will pay interest thereon at a rate of each Investor who 18% per annum (or such lesser maximum amount that is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) permitted to be paid by applicable law) to the Purchaser who was Purchasers, accruing daily from the transferor or assignor (an “Assigning Purchaser”); provideddate such partial liquidated damages are due until such amounts, howeverplus all such interest thereon, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) are paid in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statementfull. Such Registration Delay Payments payments shall constitute the InvestorsPurchasers’ exclusive monetary remedy for such events, but shall not affect the right of the Investors Purchasers to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. (ii. ) For not more than thirty twenty (3020) consecutive days or for a total of not more than ninety forty-five (9045) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (iA) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; Company or (iiB) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided provided, that the Company shall promptly (a) notify each Investor Purchaser in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investora Purchaser) disclose to such Investor Purchaser any material non-public information giving rise to an Allowed Delay; , (b) advise the Investors Purchasers in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use commercially reasonable efforts to have the each Registration Statement declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (iA)(x) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth earlier of (5thi) five (5) Business Day Days after the SEC shall have informed the Company that no review of such Registration Statement will be made or that the SEC has no further comments on the Registration Statement or (ii) the 90th day after the Closing Date (the 120th day if the SEC reviews such Registration Statement), or (y) a Shelf Registration Statement is not declared effective by the SEC prior to the earlier of (i) five (5) Business Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; Statement or (ii) the 90th day after the Qualification Deadline (the 120th day if the SEC reviews such Registration Statement), or (B) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below)) or the inability of any Investor to sell the Registrable Securities covered thereby due to market conditions, then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor pursuant to the Purchase Agreement for each 30- 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments payments shall be made to each Investor in cash. (ii. ) For not more than thirty twenty (3020) consecutive days or for a total of not more than ninety forty-five (9045) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (iA) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; Company or (iiB) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided provided, that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; , (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (a) The Company shall use commercially reasonable its best efforts to have the Registration Statement declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail Email as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities Securities covered thereby. If (iA) a Registration Statement covering the Registrable Securities is not declared effective by the SEC Commission prior to the fifth earlier of (5thi) five (5) Business Day Days after the SEC Commission shall have informed the Company that no review of the Registration Statement will be made or that the SEC Commission has no further comments on the Registration Statement; or (ii) the 90th day after the Closing Date (the 120th day if the Commission reviews the Registration Statement), or (B) after a Registration Statement has been declared effective by the SECCommission (the “Effectiveness Deadline”), sales cannot be made continuously pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding each such event shall constitute a “Default” for purposes hereof. In the event that a Default occurs then, in addition to any Allowed Delay other rights the Investors may have hereunder or under applicable law, commencing on the date the Default first occurred, and on each one month anniversary thereafter until the applicable Default is cured (as defined below), then the Company will make pro rata payments (each paymenteach, a “Registration Delay PaymentDefault Payment Date”) ), the Company shall pay to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”)an amount in cash, as liquidated damages and not as a penaltypenalty (“Liquidated Damages”), in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.51.0% of the aggregate purchase price paid by such Investor pursuant to acquire the Share Purchase Agreement for any Registrable Securities covered then held by such Investor on the applicable Default Payment Date. The parties hereto agree that in no event shall the aggregate amount of Liquidated Damages payable to the Investors exceed, in the aggregate, twenty-five percent (25%) of the aggregate purchase price paid by the Registration StatementInvestors pursuant to the Share Purchase Agreement. Such Registration Delay Payments shall constitute If the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors Company fails to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pay any Liquidated Damages pursuant to this Section shall be paid monthly 2.5(a) in full within three five (35) Business Days of after the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. ii. For not more than thirty (30) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month periodapplicable Default Payment Date, the Company may suspend will pay interest thereon at a rate of 1.5% per month (or such lesser maximum amount that is permitted to be paid by applicable law) to the use Investors, accruing daily from the date such Liquidated Damages are due until such amounts, plus all such interest thereon, are paid in full. If paid between Default Payment Dates, Liquidated Damages shall be prorated on a days elapsed basis (measured from and after the last Default Payment Date up to and until the date the Default is cured) relative to the total number of any Prospectus included in any Registration Statement contemplated by this Section days in the event that period for which the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicableLiquidated Damages are accruing.

Effectiveness. i. (i) The Company shall use commercially reasonable efforts to have the any Registration Statement declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after (A) any Registration Statement is declared effective and (B) the filing of any related Prospectus under Rule 424(b), at which time the Company shall simultaneously also provide the Investors with copies of any such related Prospectus to be used in connection with the sale or other disposition of the securities covered therebyProspectus. If (iA)(w) a Registration Statement covering the resale of the Shares and the Initial Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities is not declared effective by the SEC prior to the fifth earlier of (5thi) five (5) Business Day Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; Statement or (ii) the 90th day after the Closing Date (the 120th day after the Closing Date if the Registration Statement is reviewed by the SEC), (x) a Registration Statement covering the resale of the Conversion Shares and the Additional Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities is not declared effective by the SEC prior to the earlier of (i) five (5) Business Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement or (ii) the 90th day after the Automatic Conversion Date (the 120th day after the Automatic Conversion Date if the Registration Statement is reviewed by the SEC) or (y) a Registration Statement covering Additional Shares is not declared effective by the SEC within ninety (90) days following the time such Registration Statement was required to be filed pursuant to Section 2(a)(ii) (the 120th day after such date if the Registration Statement is reviewed by the SEC), or (B) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s 's failure to update the Registration Statement), but excluding the inability of any Allowed Delay Investor to sell the Registrable Securities covered thereby due to market conditions and except as excused pursuant to subparagraph (as defined ii) below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor, as liquidated damages and not as a penalty, in an amount equal to (i) 1.0% of the aggregate amount invested by such Investor for the Registrable Securities included in the applicable Registration Statement that has not been declared effective (or, in the case of a Registration Statement relating to Additional Shares, the securities giving rise to the issuance of such Additional Shares) for each 30- 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “"Blackout Period”)") and (ii) 1.0% of the aggregate amount invested by such Investor for the Registrable Securities included in the applicable Registration Statement that is not available for resales (or, as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable SecuritiesRegistration Statement relating to Additional Shares, the Registration Delay Payment payable securities giving rise to the issuance of such Assigning Purchaser shall Additional Shares) for each 30-day period or pro rata for any portion thereof that sales could not be governed by this proviso to made thereunder as provided in clause (bB) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statementabove. Such Registration Delay Payments payments shall constitute the Investors’ ' exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. (ii. ) For not more than thirty twenty (3020) consecutive days or for a total of not more than ninety forty-five (9045) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, by suspending the use of any Prospectus included in any registration contemplated by this Section containing such information, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading Company (an “"Allowed Delay”"); provided provided, that the Company shall promptly (a) notify each Investor the Investors in writing of the commencement existence of an Allowed Delay(but in no event, but shall not (without the prior written consent of an Investor) , shall the Company disclose to such Investor any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay; , (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use commercially reasonable best efforts to have the each Registration Statement declared effective as soon as practicablepracticable after such Registration Statement has been filed with the SEC, but no later than the Effectiveness Deadline. By 5:30 p.m. (Eastern time) on the second Business Day following the date on which the Registration Statement is declared effective by the SEC, the Company shall file with the SEC, in accordance with Rule 424 under the 1933 Act, the final prospectus to be used in connection with sales pursuant to such Registration Statement. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, event within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (i) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth (5th) Business Day after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; or . (ii) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. ii. For not more than thirty forty-five (3045) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section 2 in the event that the Company determines in good faith that such suspension is necessary to (iA) delay the disclosure of material non-public nonpublic information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; Company or (iiB) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided provided, that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public nonpublic information giving rise to an Allowed Delay; , (b) advise the Investors in writing to cease all sales under the such Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use commercially reasonable best efforts to have the any Registration Statement declared effective as soon as practicablepracticable after the filing. The Company shall respond promptly to any and all comments made by the staff of the SEC on any Registration Statement, and shall submit to the SEC, within two (2) business days after the Company learns that no review of the Registration Statement will be made by the staff of the SEC or that the staff of the SEC has no further comments on such Registration Statement, as the case may be, a request for acceleration of the effectiveness of such Registration Statement to a time and date not later than two (2) business days after the submission of such request. The Company shall notify the Investors each Purchaser by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any such Registration Statement is declared effective and shall simultaneously shall, upon request, provide the Investors each Purchaser with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If . (iii) If, with respect to any Registration Statement covering the Registrable Securities: (A) such Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline (a “Filing Failure”), (B) such Registration Statement covering the Registrable Securities is not declared effective (an “Effectiveness Failure”) by the SEC prior to the fifth earlier of: (5thx) seven (7) Business Day Days after the SEC shall have informed informs the Company that no review of the such Registration Statement will be made or that the SEC has no further comments on the such Registration Statement; , (y) the 175th calendar day following the Closing, or (iiz) in the event of a “review” by the SEC, the 205th calendar day following the Closing (as applicable, the “Effectiveness Deadline”), or (C) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the such Registration Statement), but excluding any Allowed Delay (as defined below) or, if the Registration Statement is on Form S-1, for a period of twenty (20) days following the date on which the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K (a “Maintenance Failure”), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”)Purchaser then holding Registrable Securities, as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.51.0% of the aggregate amount paid pursuant to the Purchase Price (as defined in the Subscription Agreements) paid Agreement by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% such Registrable Securities then held by such Purchaser on each of the aggregate Purchase Price following dates: on the initial date of the Filing Failure, Effectiveness Failure or Maintenance Failure, as applicable, and on every thirtieth (as defined in 30th) day thereafter (pro rated for periods less than thirty (30) days) (the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning PurchaserBlackout Period”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments payments shall constitute the Investors’ Purchaser’s exclusive monetary remedy for such events, but shall not affect the right of the Investors Purchaser to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three no later than five (35) Business Days of the last after each such 30-day of each month period following the commencement of the Blackout Period until the termination of the Blackout PeriodPeriod (the “Blackout Payment Date”). Such Registration Delay Payments payments shall be made to each Investor Purchaser in cash. Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by the Blackout Payment Date until such amount is paid in full. ii. For not more than thirty (30iii) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month periodNotwithstanding anything to the contrary contained herein, the Company may may, upon written notice to any holder of Registrable Securities included in a Registration Statement, suspend the use of any Registration Statement, including any Prospectus included that forms a part of a Registration Statement, if the Company (X) determines that it would be required to make disclosure of material information in any the Registration Statement contemplated by this Section in the event that the Company has a bona fide business purpose for preserving as confidential, (Y) determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) it must amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading or (Z) has experienced or is experiencing some other material non-public event, including a pending transaction involving the Company, the disclosure of which at such time, in the good faith judgment of the Company, would adversely affect the Company; provided, however, in no event shall holders of Registrable Securities be suspended from selling Registrable Securities pursuant to the Registration Statement for a period that exceeds 30 consecutive Trading Days or 60 total Trading Days in any 360-day period (any such suspension contemplated by this Section 2(c)(iii), an “Allowed Delay”); provided that . Upon disclosure of such information or the termination of the condition described above, the Company shall promptly (a) notify each Investor provide prompt notice to holders whose Registrable Securities are included in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; (b) advise the Investors in writing to cease all sales under the Registration Statement until the end Statement, and shall promptly terminate any suspension of the Allowed Delay; sales it has put into effect and (c) use commercially shall take such other reasonable efforts actions to terminate an Allowed Delay permit registered sales of Registrable Securities as promptly as practicablecontemplated hereby.

Effectiveness. i. The Company shall use commercially its reasonable best efforts to have the Initial Registration Statement and any amendment declared effective by the SEC at the earliest possible date but no later than the earlier of the 75th calendar day following the initial filing date of the Initial Registration Statement if the SEC notifies the Company that it will “review” the Initial Registration Statement and (b) the fifth Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Initial Registration Statement will not be “reviewed” or will not be subject to further review (the “Effectiveness Deadline”); provided that if the SEC is not available to review or declare effective registration statements as soon of the Effectiveness Deadline, including because of a “lapse in appropriations” (as practicabledescribed in the SEC’s Operations Plan Under a Lapse in Appropriations and Government Shutdown, August 7, 2025, or any similar guidance subsequently published by the SEC), then, after the SEC resumes reviewing and declaring effective registration statements, the Effectiveness Deadline shall be the fifth (5th) Business Day following the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Initial Registration Statement will not be “reviewed” or will not be subject to further review (or, in the event the SEC reviews and has written comments to the Initial Registration Statement, the 75th calendar day following the date the SEC resumes reviewing and declaring effective registration statements). The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) 24 hours, after any the Initial Registration Statement is declared effective or is supplemented and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (i) a The Company shall use reasonable best efforts to keep the Initial Registration Statement covering continuously effective pursuant to Rule 415 promulgated under the Registrable Securities is not declared effective Act and available for the resale by the SEC prior to the fifth (5th) Business Day after the SEC shall have informed the Company that no review Investors of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; or (ii) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason all of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by thereby at all times until the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right earliest to occur of the Investors to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. ii. For not more than thirty (30) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to events: (i) delay the disclosure of material non-public information concerning date on which the CompanyInvestors shall have resold all the Registrable Securities covered thereby pursuant to any applicable securities exemption where the recipient thereof receives unrestricted securities, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Companyincluding Rule 144 (or any successor provision) or pursuant to a Registration Statement; or and (ii) amend the date on which the Registrable Securities may be resold by the Investors without registration and without regard to any volume or supplement manner-of-sale limitations by reason of Rule 144, without the affected requirement for the Company to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule of similar effect (the “Registration Period”). The Initial Registration Statement (including any amendments or the related Prospectus so that such Registration Statement or Prospectus supplements thereto and prospectuses contained therein) shall not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein therein, or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under in which they were made, not misleading (an “Allowed Delay”); provided that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicablemisleading.

Effectiveness. i. (i) The Company shall use commercially reasonable efforts to have the Registration Statement Statement(s) declared effective as soon as practicablepracticable (including filing with the SEC a request for acceleration of its effectiveness in accordance with Rule 461 within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the staff of the SEC that a Registration Statement will not be reviewed, or not be subject to further review). The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (iA) a the S-1 Registration Statement covering or the Registrable Securities S-3 Registration Statement is not declared effective by the SEC prior to the fifth five (5th5) Business Day Days after the staff of the SEC shall have informed the Company (orally or in writing, whichever is earlier) that no review of the such Registration Statement will not be made or that reviewed by the staff of the SEC has no or not be subject to further comments on the Registration Statement; review, or (iiB) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding the inability of any Allowed Delay (Investor to sell the Registrable Securities covered thereby due to market conditions and except as defined excused pursuant to Section 2(c)(ii) below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments payments shall be made to each Investor in cash. The parties agree that the liquidated damages provided for in this Section 2(c)(i) represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Investors if the S-1 Registration Statement is not declared effective as hereinabove provided or if the S-3 Registration Statement is not declared effective by the applicable S-3 Filing Deadline. For purposes of the obligations of the Company under this Agreement, except in the case of any Investors who elect in writing not to have its Registrable Securities included in the Registration Statement, no Registration Statement shall be considered “effective” with respect to any Registrable Securities unless such Registration Statement lists the Investors of such Registrable Securities as “Selling Stockholders” and includes such other information as is required to be disclosed with respect to such Investors to permit them to sell their Registrable Securities pursuant to such Registration Statement. (ii. ) For not more than thirty (30) consecutive days or for a total of not more than ninety sixty (9060) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, by suspending the use of any Prospectus included in any registration contemplated by this Section or by delaying any post-effective amendment to the Form S-1 Registration Statement (if the Form S-3 Registration Statement has not yet become effective), if such disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading Company (an “Allowed Delay”); provided provided, that the Company shall promptly (a) notify each Investor the Investors in writing of the commencement existence of an Allowed Delay(but in no event, but shall not (without the prior written consent of an Investor) , shall the Company disclose to such Investor any material non-public information giving rise to an of the facts or circumstances regarding)an Allowed Delay; , (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (iA)(x) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth earlier of (5thi) five (5) Business Day Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; Statement or (ii) the 90th day after the Closing Date (the 120th day if the Registration Statement is reviewed by the SEC), (y) a Registration Statement covering Additional Shares is not declared effective by the SEC within ninety (90) days following the time such Registration Statement was required to be filed pursuant to Section 2(a)(ii) (120 days if the Registration Statement is reviewed by the SEC) or (z) a Shelf Registration Statement is not declared effective by the SEC within ninety (90) days after the Qualification Deadline (120 days if the Registration Statement is reviewed by the SEC), or (B) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding the inability of any Allowed Delay Investor to sell the Registrable Securities covered thereby due to market conditions and except as excused pursuant to subparagraph (as defined ii) below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30- 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments payments shall be made to each Investor in cash. (ii. ) For not more than thirty twenty (3020) consecutive days or for a total of not more than ninety forty-five (9045) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, by suspending the use of any Prospectus included in any registration contemplated by this Section containing such information, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading Company (an “Allowed Delay”); provided provided, that the Company shall promptly (a) notify each Investor the Investors in writing of the commencement existence of an Allowed Delay(but in no event, but shall not (without the prior written consent of an Investor) , shall the Company disclose to such Investor any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay; , (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use commercially reasonable best efforts to have the Registration Statement declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any (A) the Registration Statement is declared effective and (B) the filing of any related Prospectus under Rule 424(b), at which time the Company shall simultaneously also provide the Investors with copies of any such related Prospectus to be used in connection with the sale or other disposition of the securities covered therebyProspectus. If (iA) a Registration Statement covering the resale of the Registrable Securities is not declared effective by the SEC prior to the fifth earlier of (5thi) five (5) Business Day Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; Statement or (ii) the 90th day after a the Closing (the 120th day after the Closing if the Registration Statement is reviewed by the SEC), or (B) after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such the Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding the inability of any Allowed Delay Investor to sell the Registrable Securities and except as excused pursuant to subparagraph (as defined ii) below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor Investor, as liquidated damages and not as a penalty, in an amount equal to (i) 1.0% of the Market Price (as defined in the Amended and Restated Notes) of the Registrable Securities as of the date such Registration Statement is required to be declared effective for each 30- 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages ) and not as a penalty, in an amount equal to (aii) in the case of each Investor that is a Purchaser, 1.51.0% of the aggregate Purchase Market Price (as defined in the Subscription AgreementsAmended and Restated Notes) paid by such Purchaser; (b) in of the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% as of the aggregate Purchase Price date the Blackout Period begins for each 30-day period or pro rata for any portion thereof that sales could not be made thereunder as provided in clause (as defined in the Subscription AgreementsB) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”)above; provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser that liquidated damages shall be governed by payable pursuant to this proviso to clause (bSection 2(c) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between only in the Investor and event that any delay or blackout occurs as a result of the Assigning Purchaser based on the number of Registrable Securities held failure by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned Company to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statementcomply with its obligations under this Agreement. Such Registration Delay Payments payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. (ii. ) For not more than thirty twenty (3020) consecutive days or for a total of not more than ninety forty-five (9045) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, by suspending the use of any Prospectus included in any registration contemplated by this Section containing such information, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading Company (an “Allowed Delay”); provided provided, that the Company shall promptly (a) notify each Investor the Investors in writing of the commencement existence of an Allowed Delay(but in no event, but shall not (without the prior written consent of an Investor) , shall the Company disclose to such Investor any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay; , (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (iA)(x) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth earlier of (5thi) five (5) Business Day Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or (ii) the 90th day after the First Closing (the 120th day in the event that the Registration Statement is subject to review by the SEC), or (y) a Registration Statement covering Additional Shares is not declared effective by the SEC has no further comments on within ninety (90) days following the time such Registration Statement was required to be filed pursuant to Section 2(a)(ii) (120 days in the event that the Registration Statement; Statement is subject to review by the SEC), or (iiB) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding the inability of any Allowed Delay Investor to sell the Registrable Securities covered thereby due to market conditions and except as excused pursuant to subparagraph (as defined ii) below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30- 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser . Such payments shall be governed by this proviso in partial compensation to clause (b) rather than clause (a)the Investors, and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments payments shall be made to each Investor in cash. (ii. ) For not more than thirty twenty (3020) consecutive days or for a total of not more than ninety forty-five (9045) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, by suspending the use of any Prospectus included in any registration contemplated by this Section containing such information, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading Company (an “Allowed Delay”); provided provided, that the Company shall promptly (a) notify each Investor the Investors in writing of the commencement existence of an Allowed Delay(but in no event, but shall not (without the prior written consent of an Investor) , shall the Company disclose to such Investor any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay; , (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use all commercially reasonable efforts to have the a Registration Statement declared effective as soon as practicablepracticable after the filing thereof with the SEC. The Company shall notify the Investors by facsimile or e-mail email as promptly as practicablepracticable after, and in any event, within twenty-four no later than 5:00 p.m. New York time on the second (242nd) hoursBusiness Day following the date, after any Registration Statement that includes such Investors’ Registrable Securities is declared effective and shall simultaneously provide the Investors by facsimile or e-mail with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (iA) a Registration Statement covering the Registrable Securities of an Investor is not declared effective by the SEC prior to the fifth earlier of (5thi) five (5) Business Day Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; Statement or (ii) after (x) with respect to the Registration Statement covering the resale of Registrable Securities acquired on the initial Closing Date, one hundred fifty (150) days following the initial Closing Date and (y) with respect to a Registration Statement covering the resale of Registrable Securities acquired on any subsequent Closing Date, ninety (90) days following such subsequent Closing Date, or (B) a Registration Statement has been declared effective by the SEC, SEC but sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below)) or the inability of any Investor to sell the Registrable Securities covered thereby due to market conditions, then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each affected Investor, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by such affected Investor, and an additional 1.0% of the aggregate amount invested by such affected Investor for each 30- 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments payments shall constitute the affected Investors’ exclusive monetary remedy for such events, but shall not affect the right of the such Investors to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three (3) Business Days of the last day of each month 30-day period following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments payments shall be made to each such affected Investor in cash. (ii. For not more than thirty (30) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month periodNotwithstanding anything herein to the contrary, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (iA) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; Company or (iiB) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided provided, that the Company shall promptly (a) notify each Investor in writing of the commencement of and the reasons for an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; , (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use commercially reasonable its best efforts to have the each Registration Statement declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (iA) a the Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to within three (3) months following the fifth (5th) Business Day after the SEC shall have informed the Company that no review of Closing Date, or the Registration Statement will be made or that covering Additional Registrable Securities is not declared effective by the SEC has no further comments on within three (3) months following the demand of an Investor relating to the Additional Registrable Securities covered thereby, or with respect to either a Registration Statement; Statement which is subject to full review by the SEC staff (which shall not include a "plain English" review), within four (4) months following the Closing Date or demand, as the case may be (iieach, a "Registration Date"), (B) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s 's failure to update the Registration Statement)) but except as excused pursuant to subparagraph (ii) below, but excluding any Allowed Delay or (as defined below)C) the Common Stock generally or the Registrable Securities (or Additional Registrable Securities after issuance and registration) specifically are not listed or included for quotation on the Nasdaq National Market System, the Nasdaq Small Cap Market, the New York Stock Exchange or the American Stock Exchange, then the Company will make pro pro-rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to 2% of the aggregate amount paid by such Investor on the Closing Date to the Company for shares of Common Stock still held by such Investor for any month or pro rata for any portion thereof following the Registration Date during which any of the events described in (aA) or (B) or (C) above occurs and is continuing (the "Blackout Period"), provided, however, that in the case of the events described in (A) or (B) above with respect only to the Additional Registrable Securities, such penalty shall equal 2% of the aggregate market value of such Additional Registrable Securities for the duration of the Blackout Period. Each such payment shall be due and payable within five (5) days of the end of each month (or ending portion thereof) of the Blackout Period. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. The Blackout Period shall terminate upon (x) the effectiveness of the applicable Registration Statement in the case of (A) and (B) above; (y) listing or inclusion of the Common Stock on the Nasdaq National Market System, the Nasdaq Small Cap Market, the New York Stock Exchange or the American Stock Exchange in the case of (C) above; and (z) in the case of each Investor that is a Purchaserthe events described in (A) or (B) above, 1.5% the earlier termination of the aggregate Purchase Price Registration Period (as defined in the Subscription AgreementsSection 3(a) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”below); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be payable, at the option of the Investors, in lawful money of the United States or in shares of Common Stock at the Market Price (as defined in the Purchase Agreement), and amounts payable as liquidated damages shall be paid monthly within three two (32) Business Days business days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments Amounts payable as liquidated damages hereunder shall be made cease when an Investor no longer holds Warrants or Registrable Securities, or Additional Registrable Securities (or the right to each Investor in cashpotentially obtain Additional Registrable Securities), as applicable. (ii. ) For not more than thirty ten (3010) consecutive trading days or for a total of not more than ninety twenty (9020) trading days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, by terminating or suspending effectiveness of any registration contemplated by this Section containing such information, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading Company (an “"Allowed Delay”"); provided provided, that the Company shall promptly (a) notify each Investor the Investors in writing of the commencement existence of an Allowed Delay(but in no event, but shall not (without the prior written consent of an Investor) , shall the Company disclose to such Investor any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay; , and (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; . The duration of the MFN Period provided for in the Purchase Agreement will be extended by the number of days of any and (c) use commercially reasonable efforts to terminate an all Blackout Periods, including any Allowed Delay as promptly as practicableDelays.

Effectiveness. i. (i) The Company shall use commercially reasonable its best efforts to have the each Registration Statement declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, possible after any Registration Statement is declared effective and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered therebyfiling. If (iA) a the Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to within 120 days following the fifth (5th) Business Day after the SEC shall have informed the Company that no review of Closing Date, or the Registration Statement will be made or that covering Additional Registrable Securities is not declared effective by the SEC has no further comments on within four (4) months following demand of the Required Holders relating to the Additional Registrable Securities to be covered thereby (each of the foregoing deadlines, a "Registration Statement; Date"), or (iiB) except as may be provided in subparagraph (c)(iii) below for an Allowed Delay, after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s 's failure to update the Registration Statement) but except as excused pursuant to subparagraph (iii) below, then the Company will issue to the Purchaser, as liquidated damages and not as a penalty, 4,166 shares of Common Stock per $50,000 of principal amount of the Notes purchased by the Purchaser for each 30 day calendar period during which any of the events described in (A) or (B) above occurs and is continuing (the "Blackout Period"). Each such issuance shall be made within five (5) days of the end of each month of the Blackout Period until the termination of the Blackout Period. The Blackout Period shall terminate upon the effectiveness of the applicable Registration Statement in the case of (A) and (B) above. (ii) In the event that the Registrable Securities (or Additional Registrable Securities after issuance and registration) specifically are not listed or included for quotation on the Nasdaq National Market System, but excluding any Allowed Delay the Nasdaq Small-Cap Market, the Nasdaq OTC Bulletin Board, the New York Stock Exchange, the American Stock Exchange or otherwise publicly traded or trading of the Common Stock is suspended or halted thereon, within twenty (as defined below)20) days following the issuance of such Underlying Shares, then the Company will make pro pro-rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), Purchaser as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.51% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% sum of the aggregate Purchase Price (as defined in principal amount then outstanding under the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, Notes for each 30 day calendar period following the Registration Delay Payment payable to Date during which any of the events described above occurs and is continuing (the "Noncompliance Period"). Each such Assigning Purchaser payment shall be governed by this proviso to clause due and payable within five (b5) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement days of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day end of each month following the commencement (or ending portion thereof) of the Blackout Period until the termination of the Blackout Noncompliance Period. Such Registration Delay Payments The Noncompliance Period shall be made to each Investor in cashterminate upon listing or inclusion and/or trading of the Registrable Securities on a public market or exchange. ii. (iii) For not more than thirty twenty (3020) consecutive trading days or for a total of not more than ninety forty-five (9045) trading days in any consecutive twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, by terminating or suspending effectiveness of any registration contemplated by this Section, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading Company (an “"Allowed Delay”"); provided provided, that the Company shall promptly (a) notify each Investor the Purchasers in writing of the commencement existence of an Allowed Delay(but in no event, but shall not (without the prior written consent of an Investor) a Purchaser, shall the Company disclose to such Investor Purchaser any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay; , and (b) advise the Investors Purchasers in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; . No payments under subparagraph (c)(i) shall be required in the event and (c) use commercially reasonable efforts to terminate for the duration of an Allowed Delay as promptly as practicableDelay.

Effectiveness. i. (i) The Company shall use commercially reasonable best efforts to have the Registration Statement Statements declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twentyforty-four eight (2448) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors with copies access to a copy of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If Subject to Section 2(d), if (iA) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth earlier of (5thi) ten (10) Business Day Days after the SEC shall have informed informs the Company that no review of the such Registration Statement will be made or that the SEC has no further comments on such Registration Statement and (ii) the 90th day after the Closing Date (or the 120th day if the SEC reviews such Registration Statement; ) (the “Effectiveness Deadline”), or (iiB) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the such Registration Statement), but excluding any Allowed Delay (as defined below) or, if the Registration Statement is on Form S-1, for a period of twenty (20) days following the date on which the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K (a “Maintenance Failure”), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor then holding Registrable Securities, as liquidated damages and not as a penalty, in an amount equal to 1% of the aggregate amount paid pursuant to the Purchase Agreement by such Investor for such Registrable Securities then held by such Investor for each 30- 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three no later than five (35) Business Days of the last after each such 30-day of each month period following the commencement of the Blackout Period until the termination of the Blackout PeriodPeriod (the “Blackout Period Payment Date”). Such Registration Delay Payments payments shall be made to each Investor in cash. ii. For Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not more than thirty (30) consecutive days or for a total of not more than ninety (90) days be paid by the Blackout Payment Date until such amount is paid in any twelve (12) month periodfull. Notwithstanding the foregoing, the Company may will not be liable for any liquidated damages under this Section 2(c)(i) with respect to any Warrant Shares prior to their issuance. (ii) Notwithstanding anything to the contrary contained herein, the Company may, upon written notice to any holder of Registrable Securities included in a Registration Statement, suspend the use of any Registration Statement, including any Prospectus included that forms a part of a Registration Statement, if the Company (X) determines that it would be required to make disclosure of material information in any the Registration Statement contemplated by this Section in the event that the Company has a bona fide business purpose for preserving as confidential, (Y) the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) it must amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading or (Z) the Company has experienced or is experiencing some other material non-public event, including a pending transaction involving the Company, the disclosure of which at such time, in the good faith judgment of the Company, would adversely affect the Company; provided, however, in no event shall holders of Registrable Securities be suspended from selling Registrable Securities pursuant to the Registration Statement for a period that exceeds 30 consecutive Trading Days or 60 total Trading Days in any 360-day period (any such suspension contemplated by this Section 2(c)(ii), an “Allowed Delay”); provided that . Upon disclosure of such information or the termination of the condition described above, the Company shall promptly (a) notify each Investor provide prompt notice to holders whose Registrable Securities are included in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; (b) advise the Investors in writing to cease all sales under the Registration Statement until the end Statement, and shall promptly terminate any suspension of the Allowed Delay; sales it has put into effect and (c) use commercially shall take such other reasonable efforts actions to terminate an Allowed Delay permit registered sales of Registrable Securities as promptly as practicablecontemplated hereby.

Effectiveness. i. The Company shall use commercially its reasonable best efforts to have the Initial Registration Statement and any amendment declared effective by the SEC as soon promptly as practicablepossible after the filing thereof, but no later than the earlier of the (a) 75th calendar day following the Closing Date (or if such 75th calendar day is not a Business Day, the first Business Day following the 75th calendar day following the Closing Date) if the SEC notifies the Company that it will “review” the Initial Registration Statement and (b) the fifth Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Initial Registration Statement will not be “reviewed” or will not be subject to further review (the earlier of such dates, the “Effectiveness Deadline”). The Company shall notify the Investors Investor by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) 24 hours, after any the Registration Statement is declared (or otherwise becomes) effective or is supplemented and shall simultaneously provide the Investors Investor with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (i) a The Company shall use reasonable best efforts to keep the Initial Registration Statement covering continuously effective pursuant to Rule 415 promulgated under the Registrable Securities is not declared effective Act and available for the resale by the SEC prior to the fifth (5th) Business Day after the SEC shall have informed the Company that no review Investors of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; or (ii) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason all of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by thereby at all times until the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right earlier to occur of the Investors to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. ii. For not more than thirty (30) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to events: (i) delay the disclosure of material non-public information concerning date on which the Company, Investors shall have resold all the disclosure of which at Registrable Securities covered thereby pursuant to Rule 144 or pursuant to the time is not, in the good faith opinion of the Company, in the best interests of the CompanyInitial Registration Statement; or and (ii) amend the date on which the Registrable Securities may be resold by the Investors without registration and without regard to any volume or supplement manner-of-sale limitations by reason of Rule 144, without the affected requirement for the Company to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule of similar effect (the “Registration Period”). The Initial Registration Statement (including any amendments or the related Prospectus so that such Registration Statement or Prospectus supplements thereto and prospectuses contained therein) shall not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein therein, or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under in which they were made, not misleading (an “Allowed Delay”); provided that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicablemisleading.

Effectiveness. i. (i) The Company shall use commercially reasonable its best efforts to have the Registration Statement declared effective by the SEC as soon as practicablepracticable or within one hundred and eighty (180) days after the Closing Date (the “Effectiveness Deadline”). The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four three (243) hoursBusiness Days, after any the Registration Statement is declared effective and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (iA) the Company fails to use its best efforts to have the Registration Statement declared effective by the SEC and a Registration Statement covering the Registrable Securities that are Restricted Securities is not declared effective by the SEC prior to by the fifth (5th) Business Day after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; Effectiveness Deadline, or (iiB) after a Registration Statement has been declared effective by the SEC, the Company fails to use its best efforts to cause the Registration Statement to remain continuously effective as specified in Section 3 hereof and sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding the inability of any Allowed Delay (as defined below)holder to sell the Restricted Securities covered thereby due to market conditions, then the Company will make pro rata payments to the holder of each Restricted Security as liquidated damages and not as a penalty, in either cash or Common Shares, at the option of the Company, valued at the then current market price on the Toronto Stock Exchange (each paymentor if the Common Shares are no longer listed on the Toronto Stock Exchange, a “Registration Delay Payment”the then current bid price as quoted by another exchange or quotation system on which the Common Shares are then trading) an amount equal to each Investor 1% of the Offering Price of such Restricted Security attributable to that portion of the Restricted Securities not resold pursuant to Regulation S for each 30- every 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Delay Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Delay Period until the termination of the Blackout Delay Period. Such Registration Delay Payments shall be made to each Investor in cash. (ii. For ) No more than three (3) times in any twelve (12) month period for an aggregate of not more than thirty (30) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month perioddays, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, by suspending the use of any Prospectus included in any registration contemplated by this Section containing such information, the disclosure of which at the time is not, in the good faith opinion of the CompanyBoard of Directors of the Company as evidenced in writing, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading Company (an “Allowed Delay”); provided provided, that the Company shall promptly (a) notify each Investor the Investors in writing of the commencement existence of an Allowed Delay(but in no event, but shall not (without the prior written consent of an Investor) , shall the Company disclose to such Investor any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay; , and (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. The Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (i) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to by the fifth (5th) Business Day after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration StatementEffectiveness Deadline; or (ii) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Annual Update or Allowed Delay (each term as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. ii. Not more than once each fiscal year, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section for up to sixty (60) consecutive days for the primary purpose of filing a post-effective amendment to incorporate within such Registration Statement the Company’s audited financial statements for the preceding fiscal year (an “Annual Update”); provided, that the Company shall (a) promptly notify each Investor in writing of the commencement of an Annual Update; (b) promptly advise the Investors in writing to cease all sales under the Registration Statement until the Annual Update is completed and the applicable post-effective amendment has been declared effective by the SEC; and (c) use commercially reasonable efforts to complete an Annual Update as promptly as practicable. iii. For not more than thirty (30) consecutive days or for a total of not more than ninety sixty (9060) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided that the Company shall promptly (a) promptly notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; (b) promptly advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use commercially reasonable efforts to have the each Registration Statement declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (iA)(x) a Registration Statement covering the Registrable Securities that is filed with the SEC pursuant to Section 2(a)(i) is not declared effective by the SEC prior to the fifth earlier of (5thi) five (5) Business Day Days after the SEC shall have informed informs the Company that no review of the such Registration Statement will be made or that the SEC has no further comments on the such Registration Statement; Statement or (ii) the 90th day after the Closing Date (or the 120th day if the SEC reviews such Registration Statement), or (y) a Shelf Registration Statement is not declared effective by the SEC prior to the earlier of (i) five (5) Business Days after the SEC informs the Company that no review of such Shelf Registration Statement will be made or that the SEC has no further comments on such Shelf Registration Statement or (ii) the 90th day after the Qualification Deadline (or the 120th day if the SEC reviews such Shelf Registration Statement), or (B) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the such Registration Statement), but excluding any Allowed Delay (as defined below)) or the inability of any Investor to sell the Registrable Securities covered thereby due to market conditions, then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor then holding Registrable Securities, as liquidated damages and not as a penalty, in an amount equal to 1% of the aggregate amount invested by such Investor for the Registrable Securities then held by such Investor for each 30- 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout PeriodPeriod (the “Blackout Period Payment Date”). Such Registration Delay Payments payments shall be made to each Investor then holding Registrable Securities in cash. Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by the Blackout Payment Date until such amount is paid in full. Notwithstanding the foregoing, the Company and the Investors agree that the Company will not be liable for any liquidated damages under this Section 2(c)(i) with respect to any Common Warrant Shares prior to their issuance. (ii. ) For not more than thirty fifteen (3015) consecutive days or for a total of not more than ninety thirty (9030) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (iA) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; Company or (iiB) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided provided, that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; , (b) advise the Investors in writing to cease all sales under the such Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use commercially reasonable efforts to have the Registration Statement Statements declared effective as soon as practicablereasonably practicable after the filing thereof. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twentyforty-four eight (2448) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors with copies access to a copy of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If Subject to Section 2(d), if (iA) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth earlier of (5thi) ten Business Day Days after the SEC shall have informed informs the Company that no review of the such Registration Statement will be made or that the SEC has no further comments on such Registration Statement and (ii) the 60th day after the Closing Date (or the 90th day if the SEC reviews such Registration Statement; ) (the “Effectiveness Deadline”), or (iiB) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the such Registration Statement), but excluding any Allowed Delay (as defined below) or, if the Registration Statement is on Form S-1, for a period of twenty (20) days following the date on which the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K (a “Maintenance Failure”), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor then holding Registrable Securities, as liquidated damages and not as a penalty, in an amount equal to 1% of the aggregate amount paid pursuant to the Purchase Agreement by such Investor for such Registrable Securities then held by such Investor for each 30- 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three in cash no later than five (35) Business Days of the last after each such 30-day of each month period following the commencement of the Blackout Period until the termination of the Blackout PeriodPeriod (the “Blackout Period Payment Date”). Such Registration Delay Payments Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be made to each Investor paid by the Blackout Payment Date until such amount is paid in cash. iifull. For not more than thirty (30) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month periodNotwithstanding the foregoing, the Company may suspend will not be liable for any liquidated damages under this Section 2(c)(i) with respect to any Warrant Shares prior to the use of any Prospectus included in any issuance thereof. (ii) Notwithstanding anything to the contrary contained herein, (i) the Company shall not be required to file a Registration Statement contemplated (or any amendment thereto) or, if a Registration Statement has been filed but not declared effective by this Section in the event that SEC, request effectiveness of such Registration Statement, for a period of up to forty-five (45) days, if (A) the Company determines in good faith that a postponement is in the best interest of the Company and its stockholders generally due to a pending transaction involving the Company (including a pending securities offering by the Company, or any proposed financing, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Company), (B) the Company determines such suspension is necessary registration would render the Company unable to comply with applicable securities laws, (iC) delay the Company determines such registration would require disclosure of material non-public information concerning that the CompanyCompany has a bona fide business purpose for preserving as confidential, or (D) audited financial statements as of a date other than the disclosure of which at the time is not, in the good faith opinion fiscal year end of the Company, in the best interests of the CompanyCompany would be required to be prepared; or and (ii) the Company may, upon written notice to any Holder of Registrable Securities included in a Registration Statement, suspend the use of any Registration Statement, including any Prospectus that forms a part of a Registration Statement, if the Company (X) determines that it would be required to make disclosure of material information in the Registration Statement that the Company has a bona fide business purpose for preserving as confidential, (Y) the Company determines it must amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading or (Z) the Company has experienced or is experiencing some other material non-public event, including a pending transaction involving the Company, the disclosure of which at such time, in the good faith judgment of the Company, would adversely affect the Company; provided, however, in no event shall Holders of Registrable Securities be suspended from selling Registrable Securities pursuant to the Registration Statement for a period that exceeds 30 consecutive Trading Days or 60 total Trading Days in any 180-day period (any such suspension contemplated by this Section 2(c)(ii), an “Allowed Delay”); provided that . Upon disclosure of such information or the termination of the condition described above, the Company shall promptly (a) notify each Investor provide prompt notice to Holders whose Registrable Securities are included in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; (b) advise the Investors in writing to cease all sales under the Registration Statement until the end Statement, and shall promptly terminate any suspension of the Allowed Delay; sales it has put into effect and (c) use commercially shall take such other reasonable efforts actions to terminate an Allowed Delay permit registered sales of Registrable Securities as promptly as practicablecontemplated hereby.

Effectiveness. i. The To the extent the Initial Registration Statement is not effective upon filing, the Company shall use commercially its reasonable best efforts to have the Initial Registration Statement and any amendment declared effective as soon as practicableby the SEC at the earliest possible date but no later than the earlier of (a) the sixtieth (60th) calendar day following the initial filing date of the Initial Registration Statement if the SEC notifies the Company that it will “review” the Initial Registration Statement and (b) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Initial Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). The Company shall notify the Investors Investor by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) 24 hours, after any the Registration Statement is declared effective or is supplemented and shall simultaneously provide the Investors Investor with copies of any related Prospectus prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (i) a The Company shall use reasonable best efforts to keep the Initial Registration Statement covering continuously effective pursuant to Rule 415 promulgated under the Registrable Securities is not declared effective Act and available for the resale by the SEC prior to the fifth (5th) Business Day after the SEC shall have informed the Company that no review Investors of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; or (ii) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason all of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by thereby at all times until the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right earliest to occur of the Investors to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. ii. For not more than thirty (30) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to events: (i) delay the disclosure of material non-public information concerning date on which the Company, Investors shall have resold all the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the CompanyRegistrable Securities covered thereby; or and (ii) amend the date on which the Registrable Securities may be resold by the Investors without registration and without regard to any volume or supplement manner-of-sale limitations by reason of Rule 144, without the affected requirement for the Company to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule of similar effect (the “Registration Period”). The Initial Registration Statement (including any amendments or the related Prospectus so that such Registration Statement or Prospectus supplements thereto and prospectuses contained therein) shall not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein therein, or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under in which they were made, not misleading (an “Allowed Delay”); provided that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicablemisleading.

Effectiveness. i. (i) The Company shall use commercially reasonable commercial efforts to have the Registration Statement declared effective as soon as practicable. The Company shall notify the Investors Buyers by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors Buyers with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (iA) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth earlier of (5thi) five (5) Business Day Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; Statement or (ii) the 100th day after the Closing Date (each of (i) through (ii) an "Effectiveness Failure"), or (B) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below)) or the inability of any Buyer to sell the Registrable Securities covered thereby due to market conditions, then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor Buyer, as liquidated damages and not as a penalty, in an amount equal to 1.00% of the aggregate amount invested by such Buyer for each 30- 20- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”"Maintenance Failure"), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments payments shall constitute the InvestorsBuyers’ exclusive monetary remedy for such events, but shall not affect the right of the Investors Buyers to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three (3) Business Days in cash on the day of the last Effectiveness Failure and the initial day of each month following a Maintenance Failure, as applicable, and thereafter on the commencement earlier of (I) the Blackout Period until thirtieth day after the termination initial day of such Effectiveness Failure or Maintenance Failure, as applicable, and (II) the Blackout Periodthird Business Day after the Effectiveness Failure or Maintenance Failure, as applicable, is cured. Such The payments to which a holder shall be entitled pursuant to this Section 2(c)(i) and Section 2(a) are referred to herein as "Registration Delay Payments." In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall be made to each Investor bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in cashfull. (ii. ) For not more than thirty twenty (3020) consecutive days or for a total of not more than ninety forty-five (9045) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, by suspending the use of any Prospectus included in any registration contemplated by this Section containing such information, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or Company (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided provided, that the Company shall promptly (a) notify each Investor the Buyers in writing of the commencement existence of an Allowed Delay(but in no event, but shall not (without the prior written consent of an Investor) Buyer, shall the Company disclose to such Investor Buyer any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay; , (b) advise the Investors Buyers in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; and , (c) use commercially reasonable commercial efforts to terminate an Allowed Delay as promptly as practicable, and the first day of any Allowed Delay must be at least two (2) trading days after the last day of any prior Allowed Delay.

Effectiveness. i. (i) The Company shall use commercially reasonable efforts to have the any Registration Statement declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (iA)(x) a Registration Statement covering the Initial Registrable Securities is not declared effective by the SEC prior to the fifth earlier of (5thi) five (5) Business Day Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; Statement or (ii) the 90th day after the Closing Date or (y) a Registration Statement covering the Additional Registrable Securities is not declared effective by the SEC prior to the earlier of (i) five (5) Business Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement or (ii) the 75th day after the Additional Registrable Securities Filing Deadline, or (B) after a Registration Statement has been declared effective by the SECSEC but before the end of the Effectiveness Period (as defined below), sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below)) or the inability of any Investor to sell the Registrable Securities covered thereby due to market conditions, then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor pursuant to the Purchase Agreement for each 30- 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three (3) Business Days of the last day of each month 30-day period following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments payments shall be made to each Investor in cash. (ii. ) For not more than thirty twenty (3020) consecutive trading days or for a total of not more than ninety forty-five (9045) trading days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (iA) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; Company or (iiB) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided provided, that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; , (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use commercially reasonable its best efforts to have the each Registration Statement declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, practicable after any Registration Statement it is declared effective and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection filed with the sale or other disposition of the securities covered therebySEC. If (iA) the Company fails to file with the SEC a Registration Statement on or before the date by which the Company is required to file the Registration Statement pursuant to Section 2(a)(i) above, (B) the Company fails to file with the SEC the Registration Statement covering Additional Registrable Securities within 30 days following demand of the Purchaser relating to the Additional Registrable Securities to be covered thereby, (C) the Registration Statement covering Registrable Securities is not declared effective by the SEC prior to within 90 days following the fifth (5th) Business Day after the SEC shall have informed the Company that no review of Closing Date, or the Registration Statement will be made or that covering Additional Registrable Securities is not declared effective by the SEC has no further comments on within 90 days following demand of the Purchaser relating to the Additional Registrable Securities to be covered thereby (each, a "Registration Statement; or Date"), (iiD) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s 's failure to update the Registration Statement) but except as excused pursuant to subparagraph (ii) below, (E) the Common Stock generally or the Registrable Securities (or Additional Registrable Securities after issuance) specifically are not listed or included for quotation on the OTC Bulletin Board, the Nasdaq, the Nasdaq Small Cap, the NYSE or the AMEX (each an "Approved Market"), but excluding any Allowed Delay or trading of the Common Stock is suspended or halted on the Approved Market which at the time constitutes the principal market for the Common Stock, or (F) the Company fails, refuses or is otherwise unable timely to issue Underlying Shares upon conversion of the Note or Warrant Shares upon exercise of the Warrant in accordance with the terms of the Note and the Warrant, or certificates therefor as defined below)required under the Transaction Documents, then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), Purchaser as partial liquidated damages for the minimum amount of damages to the Purchaser by reason thereof, and not as a penalty, in an amount equal to at the rate of (a1) in the case of each Investor that is a Purchaser, 1.5% one percent (1%) of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% purchase price of the aggregate Purchase Price (as defined in Note and the Subscription Agreements) Warrant paid by the Purchaser who was pursuant to the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) Purchase Agreement for the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Periodfirst 30 day period, and (2) two percent (2%) of the Registrable Securities held purchase price of the Note and the Warrant paid by the Assigning Purchaser were transferred pursuant to the Purchase Agreement for the each 30 day period thereafter (in either case, pro rated for any period less than 30 days), during which any of the events described in clause (A), (B), (C), (D), (E) or assigned to more than one affiliate for no additional consideration, (F) above occurs and is continuing (the "Blackout Period"). Each such Registration Delay Payment payment shall be allocated pro rata among such affiliates based on due and payable within five (5) days after the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day end of each calendar month following the commencement of the Blackout Period until the termination of the Blackout PeriodPeriod and within five (5) days after such termination. Such Registration Delay Payments payments shall be made in partial compensation to each Investor the Purchaser, and shall not constitute the Purchaser's exclusive remedy for such events. The Blackout Period shall terminate upon (v) the filing of the applicable Registration Statement in cashthe case of clauses (A) and (B) above; (w) the effectiveness of the applicable Registration Statement in the case of clauses (C) and (D) above; (x) listing or inclusion and/or trading of the Common Stock on an Approved Market, as the case may be, in the case of clause (E) above; (y) delivery of such shares or certificates in the case of clause (F) above; and (z) in the case of the events described in clauses (C) or (D) above, the earlier termination of the Registration Period (as defined in Section 3(a) below). The amounts payable as liquidated damages pursuant to this paragraph shall be payable, at the option of the Purchaser, in lawful money of the United States or in shares of Common Stock valued for this purpose at the Conversion Price. Amounts payable as liquidated damages hereunder shall cease when the Purchaser no longer holds the Note, the Warrant, Registrable Securities or Additional Registrable Securities. (ii. ) For not more than thirty five (305) consecutive days Trading Days or for a total of not more than ninety (90) days 20 Trading Days in any twelve (12) consecutive 12 month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, by terminating or suspending effectiveness of any registration contemplated by this Section, the disclosure of which information at the time is not, in the good faith opinion of the Company, in the best interests of the Company or would be unduly detrimental to the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading 's affairs (an “"Allowed Delay”"); provided provided, that the Company shall promptly (a) notify each Investor the Purchaser in writing of the commencement existence of an Allowed Delay(but in no event, but shall not (without the prior written consent of an Investor) the Purchaser, shall the Company disclose to such Investor the Purchaser any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay; , and (b) advise the Investors Purchaser in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use commercially reasonable best efforts to have the Shelf Registration Statement or New Registration Statement declared effective as soon as practicablepracticable but in no event later than the Effectiveness Deadline (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act), and shall use its commercially reasonable efforts to keep the Shelf Registration Statement or New Registration Statement continuously effective under the Securities Act until the earlier of (i) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders or (ii) the date that all Registrable Securities covered by such Registration Statement may be sold by non-affiliates without volume or manner-of-sale restrictions pursuant to Rule 144, without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent (the “Effectiveness Period”). The Company shall notify the Investors Purchasers by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors Purchasers with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (i) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth (5th) Business Day after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; or . (ii) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. ii. For not more than thirty ten (3010) consecutive days or for a total of not more than ninety twenty (9020) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section 2 in the event that the Company determines in good faith that such suspension is necessary to (iA) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; Company or (iiB) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided provided, that the Company shall promptly (a) notify each Investor Purchaser in writing of the commencement of and the reasons for an Allowed Delay, but shall not (without the prior written consent of an Investora Purchaser) disclose to such Investor Purchaser any material non-public information giving rise to an Allowed Delay; , (b) advise the Investors Purchasers in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. (iii) During the Effectiveness Period, the Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of each Registration Statement or the use of any Prospectus contained therein, or the suspension of the qualification, or the loss of an exemption from qualification, of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment.

Effectiveness. i. The Company shall use commercially its reasonable best efforts to have the Initial Registration Statement and any amendment declared effective as soon as practicableby the SEC at the earliest possible date but in no event later than (i) the forty-fifth (45th) calendar day following the Filing Date if the Initial Registration Statement is not reviewed by the SEC or (ii) the seventy-fifth (75th) calendar day following the Filing Date if the Initial Registration Statement is reviewed by the SEC (the applicable date, the “Effectiveness Deadline”). The Company shall notify the Investors Investor by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) 24 hours, after any the Registration Statement is declared effective or is supplemented and shall simultaneously provide the Investors Investor with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (i) a The Company shall use reasonable best efforts to keep the Initial Registration Statement covering continuously effective pursuant to Rule 415 promulgated under the Registrable Securities is not declared effective Act and available for the resale by the SEC prior to the fifth (5th) Business Day after the SEC shall have informed the Company that no review Investors of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; or (ii) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason all of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by thereby at all times until the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right earliest to occur of the Investors to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. ii. For not more than thirty (30) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to events: (i) delay the disclosure of material non-public information concerning date on which the Company, Investors shall have resold all the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the CompanyRegistrable Securities covered thereby; or and (ii) amend the date on which the Registrable Securities may be resold by the Investors without registration and without regard to any volume or supplement manner-of-sale limitations by reason of Rule 144, without the affected requirement for the Company to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule of similar effect (the “Registration Period”). The Initial Registration Statement (including any amendments or the related Prospectus so that such Registration Statement or Prospectus supplements thereto and prospectuses contained therein) shall not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein therein, or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under in which they were made, not misleading (an “Allowed Delay”); provided that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicablemisleading.

Effectiveness. i. (i) The Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (iA)(x) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth earlier of (5thi) five (5) Business Day Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; Statement or (ii) the 90th day after the Closing Date (the 150th day if the Registration Statement is reviewed by the SEC) or (y) a Shelf Registration Statement is not declared effective by the SEC prior to the earlier of (i) five (5) Business Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement or (ii) the 90th day after the Qualification Deadline (the 150th day if the Registration Statement is reviewed by the SEC), or (B) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below)) or the inability of any Investor to sell the Registrable Securities covered thereby due to market conditions, then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments payments shall be made to each Investor in cash, by wire transfer. (ii. ) For not more than thirty (30) consecutive days or for a total of not more than ninety sixty (9060) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (iA) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; Company or (iiB) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided provided, that the Company shall promptly (a) notify each Investor in writing of the commencement of and the reasons for an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; , (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. The Company shall use its commercially reasonable efforts to have the Initial Registration Statement and any amendment declared effective as soon as practicableby the SEC at the earliest possible date but no later than the earlier of (a) the 90th calendar day following the initial filing date of the Initial Registration Statement (or if such 90th calendar day is not a Business Day, the first Business Day following the 90th calendar day following the Closing Date) if the SEC notifies the Company that it will “review” the Initial Registration Statement and (b) the third Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Initial Registration Statement will not be “reviewed” or will not be subject to further review (the “Effectiveness Deadline”); provided, however, that following the Filing Deadline, the Effectiveness Deadline shall be extended by the same number of Trading Days on which the SEC remains closed in the event of a government shutdown resulting in the SEC’s inability to review or declare effective the Initial Registration Statement during such time. The Company shall notify the Investors Investor by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) 24 hours, after any the Registration Statement is declared effective or is supplemented and shall simultaneously provide the Investors Investor with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (i) a The Company shall use commercially reasonable efforts to keep the Initial Registration Statement covering continuously effective pursuant to Rule 415 promulgated under the Registrable Securities is not declared effective Act and available for the resale by the SEC prior to the fifth (5th) Business Day after the SEC shall have informed the Company that no review Investors of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; or (ii) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason all of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by thereby at all times until the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right earlier to occur of the Investors to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. ii. For not more than thirty (30) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to events: (i) delay the disclosure of material non-public information concerning date on which the Company, Investors shall have resold all the disclosure of which at Registrable Securities covered thereby pursuant to Rule 144 or pursuant to the time is not, in the good faith opinion of the Company, in the best interests of the CompanyInitial Registration Statement; or and (ii) amend the date on which the Registrable Securities may be resold by the Investors without registration and without regard to any volume, holding period or supplement manner-of-sale limitations by reason of Rule 144, without the affected requirement for the Company to be in compliance with the current public information requirement under Rule 144 or any other rule of similar effect (the “Registration Period”). The Initial Registration Statement (including any amendments or the related Prospectus so that such Registration Statement or Prospectus supplements thereto and prospectuses contained therein) shall not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein therein, or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under in which they were made, not misleading (an “Allowed Delay”); provided that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicablemisleading.

Effectiveness. i. The Company shall will use its commercially reasonable efforts to have the such Registration Statement declared effective by the Commission within 60 days of the File Date, provided, however, that the Company will not be obligated to effect such a registration under the Securities Act if the Company furnishes to the holders of the Registrable Stock (as soon defined above) a certificate signed by the President of the Company stating that in the good faith judgment of the Company's Board of Directors, (i) the offering would interfere in any material respect with any financing, acquisition, corporate reorganization or other material transaction under consideration by the Company or (ii) there is some other material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and as practicable. The Company shall notify to which it is in the Company's best interests and lawful not to disclose such development, it being hereby acknowledged and agreed by the Investors that transmittal of such information pursuant to either (i) or (ii) of this paragraph will be kept confidential by facsimile the Investors and may prevent the Investors from trading in Company securities while such information has not been publicly disclosed by the Company; provided that the aggregate period of delay under this paragraph may not exceed 60 days unless the holders of a majority of the Registrable Stock consent in writing to a longer delay. If the Registration Statement has not been declared effective by the Commission on or e-mail before the date that is 120 days after the Closing Date (the "Required Effective Date"), the Company shall, on the 121st day and each 30th day thereafter, make a payment to the Investors as promptly as practicablepartial compensation for such delay (the "Late Registration Payments") equal to 2% of the Offering Price paid by each of the Investors for the Shares, and in any eventnot previously sold by the Investor, within twenty-four (24) hours, after any until the Registration Statement is declared effective by the Commission. The Late Registration Payments will be prorated on a daily basis during each 30 day period and shall simultaneously provide will be paid to each Investor by wire transfer or check within 5 business days after the Investors with copies earlier of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (i) a Registration Statement covering the Registrable Securities is not declared effective by end of each 30 day period following the SEC prior to the fifth (5th) Business Day after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; Required Effective Date or (ii) after a Registration Statement has been declared the effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason date of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. ii. For not more than thirty (30) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use commercially reasonable efforts to have the Registration Statement, any post effective amendment thereto and any Shelf Registration Statement declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement or post effective amendment is declared effective and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (iA)(x) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth within ninety (5th90) Business Day days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that Closing Date (120 days if the SEC has no further comments on reviews the Registration Statement; ) (the “Effectiveness Deadline”), or (iiy) a Registration Statement covering Additional Shares is not declared effective by the SEC within ninety (90) days following the time such Registration Statement was required to be filed pursuant to Section 2(a)(ii) (120 days if the SEC reviews the Registration Statement), or (z) a Shelf Registration Statement is not declared effective by the SEC within 90 days after the Qualification Deadline (120 days if the SEC reviews the Shelf Registration Statement), or (B) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding the inability of any Allowed Delay Investor to sell the Registrable Securities covered thereby due to market conditions, its demand and receipt of material, non-public information pursuant to Section 4 herein, and except as excused pursuant to subparagraph (as defined ii) below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30- 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser . Such payments shall be governed by this proviso in partial compensation to clause (b) rather than clause (a)the Investors, and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments payments shall be made to each Investor in cash. (ii. ) For not more than thirty twenty (3020) consecutive days or for a total of not more than ninety forty-five (9045) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, by suspending the use of any Prospectus included in any registration contemplated by this Section containing such information, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading Company (an “Allowed Delay”); provided provided, however, that so long as the Registration Statement is on Form SB-2 or on any other form that does not allow for incorporation by reference of reports and other materials filed by the Company pursuant to Section 13(a) or 15(d) of the 1934 Act, the Company may upon written notice to the Investors suspend sales under the Registration Statement to the extent, but in any such case only to the extent, necessary to allow any post-effective amendment to the Registration Statement or supplement to the Prospectus to be prepared and filed with the SEC and, if necessary, declared effective (and such suspension shall be deemed to be an Allowed Delay without regard to the time periods mentioned above) for the period commencing at the time that the Company disseminates a press release announcing its preliminary financial results for any fiscal period or announcing a material development and ending on the second Business Day after the earlier of (A) the date that the related report on Form 10-KSB, 10-QSB or 8-K, as applicable, is filed with the SEC and (B) the date on which such report is required to be filed under the 1934 Act (without regard to Rule 12b-25 promulgated thereunder); provided, further, that in the event the Company determines in good faith, based on the advice of counsel, that the matters disclosed in such press release require the filing of a post-effective amendment to the Registration Statement, the Company shall file such post-effective amendment promptly and in no event later than ten (10) Business Days after the date such matters are first disclosed to the public and shall use commercially reasonable efforts to have such post-effective amendment to the Registration Statement declared effective as promptly as practicable and the period for which the Company may suspend the use of the Registration Statement shall be extended to the earliest to occur of (W) the date the post-effective amendment to the Registration Statement is withdrawn by the Company, (X) the date such post-effective amendment to the Registration Statement is declared effective by the SEC, (Y) the second Business Day after the SEC has notified the Company that either (I) it has elected not to review the post-effective amendment to the Registration Statement or (II) it has no further comments on the post-effective amendment to the Registration Statement or (Z) 45 days after the initial filing of the post-effective amendment to the Registration Statement with the SEC. (iii) The Company shall promptly (a) notify each Investor the Investors in writing of the commencement existence of an Allowed Delay(but in no event, but shall not (without the prior written consent of an Investor) , shall the Company disclose to such Investor any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay; , (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use commercially reasonable best efforts to have the Shelf Registration Statement or New Registration Statement declared effective as soon as practicablepracticable but in no event later than the Effectiveness Deadline (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act), and shall use its reasonable best efforts to keep the Shelf Registration Statement or New Registration Statement continuously effective under the Securities Act until the earlier of (i) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders or (ii) the date that all Registrable Securities covered by such Registration Statement may be sold by non-affiliates without volume or manner-of-sale restrictions pursuant to Rule 144, without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent (the “Effectiveness Period”). The Company shall notify the Investors Purchasers by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement or post-effective amendment thereto is declared effective and shall simultaneously provide the Investors Purchasers with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (i) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth (5th) Business Day after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; or . (ii) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for On no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate two occasions and for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. ii. For not more than thirty forty-five (3045) consecutive days or for a total of not more than ninety (90) days days, in each case in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section 2 in the event that the Company determines in good faith that such suspension is necessary to (iA) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; Company or (iiB) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided provided, that the Company shall promptly (a) notify each Investor Purchaser in writing of the commencement of and the reasons for an Allowed Delay, but shall not (without the prior written consent of an Investora Purchaser) disclose to such Investor Purchaser any material non-public information giving rise to an Allowed Delay; , (b) advise the Investors Purchasers in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use commercially reasonable best efforts to have the Shelf Registration Statement declared effective as soon as practicable. The Company shall notify the Investors Purchasers by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors Purchasers with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. Subject to any limitations provided herein, the Company shall cause the Shelf Registration Statement to remain effective until the earlier to occur of: (i) the date two years from the Closing Date, or (ii) the date on which all of the Registrable Securities registered under the Shelf Registration Statement are either sold pursuant to the Shelf Registration Statement or sold under Rule 144. If (iA)(x) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth earlier of (5thi) five (5) Business Day Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; Statement or (ii) the 90th day after the Closing Date (the 120th day if the SEC reviews the Registration Statement), or (y) a Registration Statement covering Registrable Securities is not declared effective by the SEC within ninety (90) days following the time such Registration Statement was required to be filed pursuant to Section 2.1(a) (120 days if the SEC reviews the Registration Statement), or (B) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding the inability of any Allowed Delay Purchaser to sell the Registrable Securities covered thereby due to market conditions and except as excused pursuant to subparagraph (as defined ii) below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor Purchaser, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by such Purchaser for each 30- 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”). For each Purchaser that elects to receive liquidated damages, as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such payments shall constitute such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ ’s exclusive monetary remedy for such events, but events and shall be in addition to any other rights the Investors may have hereunder or under applicable law and shall not affect the right of the Investors Purchasers to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments payments shall be made to each Investor Purchaser in cash. (ii. ) For not more than thirty (30) consecutive days or for a total of not more than ninety forty-five (9045) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (iA) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; Company or (iiB) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided provided, that the Company shall promptly (a) notify each Investor Purchaser in writing of the commencement of and the reasons for an Allowed Delay, but shall not (without the prior written consent of an Investora Purchaser) disclose to such Investor Purchaser any material non-public information giving rise to an Allowed Delay; , (b) advise the Investors Purchasers in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use commercially reasonable its best efforts to have the Registration Statement declared effective as soon as practicable. The Company shall notify the Investors Purchasers by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors Purchasers with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (iA) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth earlier of (5thi) five (5) Business Day Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; Statement or (ii) the 120th day after the date hereof or (B) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding ) or the inability of any Allowed Delay (as defined below)Purchaser to sell the Registrable Securities covered thereby due to market conditions, then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor Purchaser, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by such Purchaser for each 30- the first 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective and 1.5% of the aggregate amount invested by such Purchaser for each 30-day period thereafter or pro rata for any portion thereof for which such Registration Statement should have been effective (the “Blackout Period”); provided, as liquidated damages and that the maximum payments to the Purchasers pursuant to this Section 2(c) shall not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5exceed 18.0% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid amount invested by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments payments shall constitute the InvestorsPurchasers’ exclusive monetary remedy for such events, but shall not affect the right of the Investors Purchasers to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. ii. For not more than thirty (30) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use commercially reasonable efforts to have the Registration Statement Statements declared effective as soon as practicablereasonably practicable after the filing thereof. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors with copies access to a copy of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If Subject to Section 2(d), if (iA) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth earlier of (5thi) five (5) Business Day Days after the SEC shall have informed informs the Company that no review of the such Registration Statement will be made or that the SEC has no further comments on such Registration Statement and (ii) the Registration Statement; 90th day after the Initiation Date (the “Effectiveness Deadline”), or (iiB) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the such Registration Statement), but excluding any Allowed Delay (as defined below) or, if the Registration Statement is on Form S-1, for a period of twenty (20) days following the date on which the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K (a “Maintenance Failure”), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor then holding Registrable Securities, as liquidated damages and not as a penalty, in an amount equal to 1% of the aggregate amount paid pursuant to the Purchase Agreement by such Investor for such Registrable Securities then held by such Investor for each 30- 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three no later than five (35) Business Days of the last after each such 30-day of each month period following the commencement of the Blackout Period until the termination of the Blackout PeriodPeriod (the “Blackout Period Payment Date”). Such Registration Delay Payments payments shall be made to each Investor in cash. Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by the Blackout Payment Date until such amount is paid in full. (ii. For ) Notwithstanding anything to the contrary contained herein, (i) the Company shall not more than thirty be required to file a Registration Statement (30or any amendment thereto) consecutive days or or, if a Registration Statement has been filed but not declared effective by the SEC, request effectiveness of such Registration Statement, for a total period of not more than ninety up to forty-five (9045) days in any twelve days, if (12A) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that a postponement is in the best interest of the Company and its stockholders generally due to a pending transaction involving the Company (including a pending securities offering by the Company, or any proposed financing, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Company), (B) the Company determines such suspension is necessary registration would render the Company unable to comply with applicable securities laws, (iC) delay the Company determines such registration would require disclosure of material non-public information concerning that the CompanyCompany has a bona fide business purpose for preserving as confidential, or (D) audited financial statements as of a date other than the disclosure of which at the time is not, in the good faith opinion fiscal year end of the Company, in the best interests of the CompanyCompany would be required to be prepared; or and (ii) the Company may, upon written notice to any holder of Registrable Securities included in a Registration Statement, suspend the use of any Registration Statement, including any Prospectus that forms a part of a Registration Statement, if the Company (X) determines that it would be required to make disclosure of material information in the Registration Statement that the Company has a bona fide business purpose for preserving as confidential, (Y) the Company determines it must amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading or (Z) the Company has experienced or is experiencing some other material non-public event, including a pending transaction involving the Company, the disclosure of which at such time, in the good faith judgment of the Company, would adversely affect the Company; provided, however, in no event shall holders of Registrable Securities be suspended from selling Registrable Securities pursuant to the Registration Statement for a period that exceeds 30 consecutive Trading Days or 60 total Trading Days in any 180-day period (any such suspension contemplated by this Section 2(c)(ii), an “Allowed Delay”); provided that . Upon disclosure of such information or the termination of the condition described above, the Company shall promptly (a) notify each Investor provide prompt notice to holders whose Registrable Securities are included in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; (b) advise the Investors in writing to cease all sales under the Registration Statement until the end Statement, and shall promptly terminate any suspension of the Allowed Delay; sales it has put into effect and (c) use commercially shall take such other reasonable efforts actions to terminate an Allowed Delay permit registered sales of Registrable Securities as promptly as practicablecontemplated hereby.

Effectiveness. i. The Company shall use commercially its reasonable best efforts to have the Initial Registration Statement and any amendment declared effective as soon as practicableby the SEC at the earliest possible date but no later than the earlier of (a) the 75th calendar day following the initial filing date of the Initial Registration Statement if the SEC notifies the Company that it will “review” the Initial Registration Statement and (b) the fifth Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Initial Registration Statement will not be “reviewed” or will not be subject to further review (the “Effectiveness Deadline”); provided, further, that if the SEC is closed for operations due to a government shutdown or lapse in appropriations, the deadline shall be extended by the same amount of days that the SEC remains closed for operations. The Company shall notify the Investors Investor by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) 24 hours, after any the Registration Statement is declared effective or is supplemented and shall simultaneously provide the Investors Investor with copies of any related Prospectus prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (i) a The Company shall use reasonable best efforts to keep the Initial Registration Statement covering continuously effective pursuant to Rule 415 promulgated under the Registrable Securities is not declared effective Act and available for the resale by the SEC prior to the fifth (5th) Business Day after the SEC shall have informed the Company that no review Investors of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; or (ii) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason all of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by thereby at all times until the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right earliest to occur of the Investors to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. ii. For not more than thirty (30) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to events: (i) delay the disclosure of material non-public information concerning date on which the Company, Investors shall have resold all the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the CompanyRegistrable Securities covered thereby; or and (ii) amend the date on which the Registrable Securities may be resold by the Investors without registration and without regard to any volume or supplement manner-of-sale limitations by reason of Rule 144, without the affected requirement for the Company to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule of similar effect (the “Registration Period”). The Initial Registration Statement (including any amendments or the related Prospectus so that such Registration Statement or Prospectus supplements thereto and prospectuses contained therein) shall not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein therein, or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under in which they were made, not misleading (an “Allowed Delay”); provided that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicablemisleading.

Effectiveness. i. (i) The Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable. The Company shall notify the Investors Purchasers by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors Purchasers with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (iA)(x) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth earlier of (5thi) five (5) Business Day Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; Statement or (ii) the 90th day after the Closing Date or (y) a Shelf Registration Statement is not declared effective by the SEC prior to the earlier of (i) five (5) Business Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement or (ii) the 60th day after the Qualification Deadline, or (B) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below)) or the inability of any Purchaser to sell the Registrable Securities covered thereby due to market conditions, then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor Purchaser, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Purchaser for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments payments shall constitute the InvestorsPurchasers’ exclusive monetary remedy for such events, but shall not affect the right of the Investors Purchasers to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments payments shall be made to each Investor Purchaser in cash. (ii. ) For not more than thirty twenty (3020) consecutive days or for a total of not more than ninety forty-five (9045) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (iA) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; Company or (iiB) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided provided, that the Company shall promptly (a) notify each Investor Purchaser in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an InvestorPurchaser) disclose to such Investor Purchaser any material non-public information giving rise to an Allowed Delay; , (b) advise the Investors Purchasers in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use commercially reasonable its best efforts to have the Registration Statement declared effective as soon as practicable. The Company shall notify the Investors Holders by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors Holders with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. (ii) S-3 Qualification. Promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than thirty (30) days after the Qualification Date (the “Qualification Deadline”), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post- effective amendment on Form S-3 to the registration statement on Form S-1) (a “Shelf Registration Statement”) and shall use its best efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If (i) a Shelf Registration Statement covering the Registrable Securities is not declared effective by filed with the SEC Commission on or prior to the fifth (5th) Business Day after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; or (ii) after a Registration Statement has been declared effective by the SECQualification Deadline, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor Holder, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the value of the Securities to be registered based on a price equal to the last closing bid price and last closing trade price of the Company’s Common Stock on the date of the Registration Demand attributable to those Registrable Securities that remain unsold at that time for each 30- 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal filed for which no such Shelf Registration Statement is filed with respect to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional considerationAdditional Shares, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statementas applicable. Such Registration Delay Payments payments shall constitute the InvestorsHolders’ exclusive monetary remedy for such events, but shall not affect the right of the Investors Holders to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section Such payments shall be paid monthly within made to each Holder in cash no later than three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. ii. For not more than thirty (30) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; (b) advise the Investors in writing to cease all sales under the Registration Statement until after the end of the Allowed Delay; and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicableeach 30-day period.

Effectiveness. i. (i) The Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors promptly thereafter with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (iA)(x) a Registration Statement covering the Registrable Securities is not declared effective by the SEC on or prior to the fifth earlier of (5thi) five (5) Business Day Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; Statement or (ii) the 120th day after the Closing Date (150 days after the Closing Date in the event that the Registration Statement is reviewed by the SEC) or (y) a Registration Statement covering Additional Shares is not declared effective by the SEC within 60 days (90 days in the event that the Registration Statement is reviewed by the SEC) following the time such Registration Statement was required to be filed pursuant to Section 2(a)(ii), or (B) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding the inability of any Allowed Delay Investor to sell the Registrable Securities covered thereby due to market conditions and except as excused pursuant to subparagraph (as defined ii) below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate exercise price of the Warrants acquired by such Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments payments shall be made to each Investor in cash. (ii. ) For not more than thirty twenty (3020) consecutive days or for a total of not more than ninety forty-five (9045) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, by suspending the use of any Prospectus included in any registration contemplated by this Section containing such information, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading Company (an “Allowed Delay”); provided provided, that the Company shall promptly (a) notify each Investor the Investors in writing of the commencement existence of an Allowed Delay(but in no event, but shall not (without the prior written consent of an Investor) , shall the Company disclose to such Investor any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay; , (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate resolve the circumstances leading to the imposition of an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicablewithin one hundred twenty (120) days of the date hereof (one hundred fifty (150) days in the event the Commission shall provide any comments to the Registration Statement) (the "Effectiveness Deadline"). The Company shall notify the Investors Purchasers by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four two (242) hoursTrading Days, after any Registration Statement is declared effective and and, if requested, shall simultaneously provide the Investors Purchasers with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (iA) a Registration Statement covering the Registrable Securities is not declared effective by the SEC Commission prior to the fifth earlier of (5thi) Business Day five (5) Trading Days after the SEC Commission shall have informed the Company that no review of the Registration Statement will be made or that the SEC Commission has no further comments on the Registration Statement; Statement or (ii) the Effectiveness Deadline date, or (B) after a Registration Statement has been declared effective by the SECCommission, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s 's failure to update the Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor Purchaser, as liquidated damages and not as a penalty, in an amount equal to 0.5% of the aggregate amount invested by such Purchaser for each 30- 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “"Blackout Period”"), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments payments shall constitute the Investors’ Purchasers' exclusive monetary remedy for such events, but shall not affect the right of the Investors Purchasers to seek equitable relief limited to injunctive reliefrelief or specific performance. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three ten (310) Business Days days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. The Blackout Period shall expire upon the declaration of effectiveness by the Commission of the Registration Statement (if the Blackout Period is covered by clause (A) of this Section 2(c)(i)) or the date on which sales pursuant to the Registration Statement may resume (if the Blackout Period is covered by clause (B) of this Section 2(c)(i)). Such Registration Delay Payments payments shall be made to each Investor Purchaser in cashcash no later than ten (10) days after the end of each 30-day period. Notwithstanding anything else to the contrary contained herein, liquidated damages, if any, payable pursuant to this Section 2(c) shall cease to accrue after the date that is six (6) months after the Closing Date. (ii. ) For not more than thirty twenty (3020) consecutive calendar days or (and for a total of not more than ninety forty-five (9045) calendar days in any twelve (12) month period), the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section 2 in the event that the Company determines in good faith that such suspension is necessary to (iA) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; Company or (iiB) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading misleading, or (C) to file a post-effective amendment to such Registration Statement to comply with the undertakings required by Item 512(a) of Regulation S-K (an “"Allowed Delay”"); provided provided, that the Company shall promptly (a) notify each Investor Purchaser in writing of the commencement of and the reasons for an Allowed Delay, but shall not (without the prior written consent of an Investora Purchaser) disclose to such Investor Purchaser any material non-public information giving rise to an Allowed Delay; , (b) advise the Investors Purchasers in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (iA)(x) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth earlier of (5thi) five (5) Business Day Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; Statement or (ii) the 90th day after the Closing Date, (y) a Registration Statement covering Additional Shares is not declared effective by the SEC within ninety (90) days following the time such Registration Statement was required to be filed pursuant to Section 2(a)(ii) or (z) a Shelf Registration Statement is not declared effective by the SEC within ninety (90) days after the Qualification Deadline, or (B) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s 's failure to update the Registration Statement), but excluding the inability of any Allowed Delay Investor to sell the Registrable Securities covered thereby due to market conditions and except as excused pursuant to subparagraph (as defined ii) below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30- 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “"Blackout Period”"), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments payments shall constitute the Investors’ ' exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments payments shall be made to each Investor in cash. (ii. ) For not more than thirty twenty (3020) consecutive days or for a total of not more than ninety forty-five (9045) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, by suspending the use of any Prospectus included in any registration contemplated by this Section containing such information, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading Company (an “"Allowed Delay”"); provided provided, that the Company shall promptly (a) notify each Investor the Investors in writing of the commencement existence of an Allowed Delay(but in no event, but shall not (without the prior written consent of an Investor) , shall the Company disclose to such Investor any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay; , (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. The Company shall will use its commercially reasonable efforts to have the such Registration Statement declared effective by the Commission within 60 days of the File Date, provided, however, that the Company will not be obligated to effect such a registration under the Securities Act if the Company furnishes to the holders of the Registrable Stock (as soon defined above) a certificate signed by the President of the Company stating that in the good faith judgment of the Company's Board of Directors, after consultation with the Company's counsel (i) the offering would interfere in any material respect with any financing, acquisition, corporate reorganization or other material transaction under consideration by the Company or (ii) there is some other material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and as practicable. The Company shall notify to which it is in the Company's best interests and lawful not to disclose such development, it being hereby acknowledged and agreed by the Investors that transmittal of such information pursuant to either (i) or (ii) of this paragraph will be kept confidential by facsimile the Investors and may prevent the Investors from trading in Company securities while such information has not been publicly disclosed by the Company; provided that the aggregate period of delay under this paragraph may not exceed 60 days unless the holders of a majority of the Registrable Stock consent in writing to a longer delay. If the Registration Statement has not been declared effective by the Commission on or e-mail before the date that is 120 days after the Closing Date (the "Required Effective Date"), the Company shall, on the 121st day and each 30th day thereafter, make a payment to the Investors as promptly as practicablepartial compensation for such delay (the "Late Registration Payments") equal to 2% of the Offering Price paid by each of the Investors for the Shares, and in any eventnot previously sold by the Investor, within twenty-four (24) hours, after any until the Registration Statement is declared effective by the Commission. The Late Registration Payments will be prorated on a daily basis during each 30 day period and shall simultaneously provide will be paid to each Investor by wire transfer or check within 5 business days after the Investors with copies earlier of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (i) a Registration Statement covering the Registrable Securities is not declared effective by end of each 30 day period following the SEC prior to the fifth (5th) Business Day after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; Required Effective Date or (ii) after a Registration Statement has been declared the effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason date of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. ii. For not more than thirty (30) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. The Company shall use commercially its reasonable best efforts to have the Initial Registration Statement and any amendment declared effective as soon as practicableby the SEC at the earliest possible date but no later than the earlier of (a) the 75th calendar day following the initial filing date of the Initial Registration Statement if the SEC notifies the Company that it will “review” the Initial Registration Statement and (b) the fifth Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Initial Registration Statement will not be “reviewed” or (even if previously subject to review pursuant to clause (a) of this sentence) will not be subject to further review (the “Initial Registration Statement Effectiveness Deadline”). The Company shall use its reasonable best efforts to have the Warrant Initial Registration Statement and any amendment declared effective by the SEC at the earliest possible date but no later than the earlier of (a) the 75th calendar day following the initial filing date of the Warrant Initial Registration Statement if the SEC notifies the Company that it will “review” the Warrant Initial Registration Statement and (b) the fifth Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Warrant Initial Registration Statement will not be “reviewed” or (even if previously subject to review pursuant to clause (a) of this sentence) will not be subject to further review (the “Warrant Effectiveness Deadline”). The Company shall notify the Investors Investor by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) 24 hours, after any the applicable Registration Statement is declared effective or is supplemented and shall simultaneously provide the Investors Investor with copies of any related Prospectus prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (i) a The Company shall use reasonable best efforts to keep the Initial Registration Statement covering and the Registrable Warrant Initial Registration Statement continuously effective pursuant to Rule 415 promulgated under the Securities is not declared effective Act and available for the resale by the SEC prior to the fifth (5th) Business Day after the SEC shall have informed the Company that no review Investors of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; or (ii) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason all of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by thereby at all times until the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right earliest to occur of the Investors to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. ii. For not more than thirty (30) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to events: (i) delay the disclosure of material non-public information concerning date on which the Company, Investors shall have resold all the disclosure of which at Registrable Securities covered thereby by the time is not, in the good faith opinion of the Company, in the best interests of the Companyapplicable Registration Statement; or and (ii) amend the date on which the Registrable Securities may be resold by the Investors without registration and without regard to any volume or supplement manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule of similar effect, as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the transfer agent for the Common Stock and the affected Holders (the “Registration Period”). The Initial Registration Statement or and the related Prospectus so that such Warrant Initial Registration Statement (including any amendments or Prospectus supplements thereto and prospectuses contained therein) shall each not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein therein, or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under in which they were made, not misleading (an “Allowed Delay”); provided that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicablemisleading.

Effectiveness. i. The Company shall use commercially its reasonable best efforts to have the Initial Registration Statement and any amendment declared effective by the SEC as soon promptly as practicablepossible after the filing thereof, but no later than the earlier of the 75th calendar day following the initial filing date of the Initial Registration Statement if the SEC notifies the Company that it will “review” the Initial Registration Statement and (b) the fifth Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Initial Registration Statement will not be “reviewed” or will not be subject to further review, it being understood that the period shall be extended by such number of days, if any, following the initial filing date of the Initial Registration Statement, as the SEC is unable to review or declare effective the Registration Statement as a result of a government shutdown. The Company shall notify the Investors Investor by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) 24 hours, after any the Registration Statement is declared effective or is supplemented and shall simultaneously provide the Investors Investor with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (i) a The Company shall use reasonable best efforts to keep the Initial Registration Statement covering continuously effective pursuant to Rule 415 promulgated under the Registrable Securities is not declared effective Act and available for the resale by the SEC prior to the fifth (5th) Business Day after the SEC shall have informed the Company that no review Investors of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; or (ii) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason all of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by thereby at all times until the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right earlier to occur of the Investors to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. ii. For not more than thirty (30) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to events: (i) delay the disclosure of material non-public information concerning date on which the Company, Investors shall have resold all the disclosure of which at Registrable Securities covered thereby pursuant to Rule 144 or pursuant to the time is not, in the good faith opinion of the Company, in the best interests of the CompanyInitial Registration Statement; or and (ii) amend the date on which the Registrable Securities may be resold by the Investors without registration and without regard to any volume or supplement manner-of-sale limitations by reason of Rule 144, without the affected requirement for the Company to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule of similar effect (the “Registration Period”). The Initial Registration Statement (including any amendments or the related Prospectus so that such Registration Statement or Prospectus supplements thereto and prospectuses contained therein) shall not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein therein, or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under in which they were made, not misleading (an “Allowed Delay”); provided that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicablemisleading.

Effectiveness. i. (i) The Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously within two (2) Business Days provide the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (iA)(x) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth by April 27, 2004, or (5thy) Business Day after a Registration Statement covering Additional Shares is not declared effective by the SEC shall have informed within ninety (90) days following the Company that no review of the time such Registration Statement will was required to be made or that the SEC has no further comments on the Registration Statement; filed pursuant to Section 2(a)(ii), or (iiB) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s 's failure to update the Registration Statement), but excluding the inability of any Allowed Delay Investor to sell the Registrable Securities covered thereby due to market conditions and except as excused pursuant to subparagraph (as defined ii) below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor, as liquidated damages and not as a penalty, in newly issued, fully paid and non-assessable shares of Common Stock ("Delayed Effectiveness Shares") in an amount (valued as set forth below) equal to 3% of the Registrable Securities then owned by such Investor or which such Investor then has the right to acquire for each 30- 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “"Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”"); provided, however, if (1) that the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement aggregate of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to Other Shares shall not exceed more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.512% of the aggregate purchase price paid total Registrable Securities (including any such Other Shares) then owned by such Investor or which such Investor then has the right to acquire acquire; and, provided, further that the Registrable Securities covered by Delayed Effectiveness Shares shall be valued at the Registration Statementaggregate Market Price of such Delayed Effectiveness Shares as of the date of their issuance. Such Registration Delay Payments payments shall constitute the Investors’ ' exclusive monetary remedy for such events; provided, but however, that the Investors shall not affect have the continuing right to seek specific performance of the Investors to seek injunctive reliefCompany's obligations hereunder. The Registration Delay Payments amounts payable as liquidated damages pursuant to this Section paragraph shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. (ii. ) For not more than thirty twenty (3020) consecutive days or for a total of not more than ninety forty-five (9045) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, by suspending the use of any Prospectus included in any registration contemplated by this Section containing such information, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading Company (an “"Allowed Delay”"); provided provided, that the Company shall promptly (a) notify each Investor the Investors in writing of the commencement existence of an Allowed Delay(but in no event, but shall not (without the prior written consent of an Investor) , shall the Company disclose to such Investor any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay; , (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. (i) The Company shall use commercially reasonable best efforts to have the applicable Shelf Registration Statement or New Registration Statement declared effective as soon as practicablepracticable but in no event later than the applicable Effectiveness Deadline (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act), and shall use its commercially reasonable efforts to keep each Shelf Registration Statement or New Registration Statement continuously effective under the Securities Act until the earlier of (i) such time as all of the Registrable Securities covered by such Registration Statements have been publicly sold by the Holders or (ii) the date that all Registrable Securities covered by such Registration Statements may be sold by non-affiliates without volume or manner-of-sale restrictions pursuant to Rule 144, without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent (the “Effectiveness Period”). The Company shall notify the Investors Purchasers by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors Purchasers with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (i) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the fifth (5th) Business Day after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; or . (ii) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. ii. For not more than thirty twenty (3020) consecutive days or for a total of not more than ninety forty-five (9045) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section 2 in the event that the Company determines in good faith that such suspension is necessary to (iA) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; Company or (iiB) amend or supplement the affected applicable Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided provided, that the Company shall promptly (a) notify each Investor Purchaser in writing of the commencement of and the reasons for an Allowed Delay, but shall not (without the prior written consent of an Investora Purchaser) disclose to such Investor Purchaser any material non-public information giving rise to an Allowed Delay; , (b) advise the Investors Purchasers in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Effectiveness. i. The Company shall use commercially its reasonable best efforts to have the Initial Registration Statement and any amendment thereto declared effective as soon as practicableby the SEC at the earliest possible date but no later than the earlier of (a) the 60th calendar day following the initial filing date of the Initial Registration Statement if the SEC notifies the Company that it will “review” the Initial Registration Statement and (b) the fifth Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Initial Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”); provided that, the Effectiveness Deadline shall be extended by the same number of Business Days on which the SEC remains closed in the event of a government shutdown resulting in the SEC’s inability to review or declare effective the Initial Registration Statement during such time (such days, “Tolled Days”). Notwithstanding the foregoing, if, after the 30th consecutive Tolled Day, the SEC remains closed from such government shutdown and is unable to review or declare effective the Initial Registration Statement during such time, then the Company shall promptly, and no later than the fifth Business Day after such 30th consecutive Tolled Day, file an amendment to the Initial Registration Statement to remove the delaying amendment language such that the Initial Registration Statement shall become effective in accordance with Section 8(a) of the Securities Act within 20 calendar days after such filing; provided, that if the SEC re-opens during such 20-day period, the Company may, but is not required to, amend the Initial Registration Statement to re-add the delaying amendment language. The Company shall notify the Investors Investor by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) 24 hours, after any the Initial Registration Statement is declared effective or is supplemented and shall simultaneously provide the Investors Investor with copies of any related Prospectus prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If The Company shall use reasonable best efforts to keep the Initial Registration Statement continuously effective pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investors of all of the Registrable Securities covered thereby at all times until the earliest to occur of the following events: (i) a Registration Statement covering the date on which the Investors shall have resold all the Registrable Securities is not declared effective by the SEC prior covered thereby (whether pursuant to the fifth (5th) Business Day after the SEC shall have informed the Company that no review of Rule 144, the Registration Statement will be made or that the SEC has no further comments on the Registration Statementotherwise); or (ii) after a Registration Statement has been declared the date on which the Registrable Securities may be resold by the Investors without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule of similar effect; (iii) upon exchange of all Registrable Securities for unrestricted shares of TopCo common stock under an effective by registration statement on Form S-4, if available, or if unavailable, another appropriate form filed with the SEC, sales canprovided, however, that the Shares underlying the Pre-Funded Warrants shall constitute Registrable Securities to the extent that the exemption from registration provided by Section 3(a)(9) of the Securities Act or similar exemption from registration under the Securities Act is not be made pursuant available to exempt from such Registration Statement for any reason registration requirements the Shares issuable upon exercise of the Pre-Funded Warrants; and (including without limitation by reason iv) the later of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”A) to each Investor for each 30- day period or pro rata for any portion thereof five years following the date by which of this Agreement and (B) such Registration Statement should have been effective (the “Blackout Period”), time as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each no Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable TopCo for purposes of Rule 144 under the Securities from such Purchaser for no additional consideration, 1.5% of Act (the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning PurchaserRegistration Period”); provided, however, if . The Initial Registration Statement (1including any amendments or supplements thereto and prospectuses contained therein) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. ii. For not more than thirty (30) consecutive days or for a total of not more than ninety (90) days in contain any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein therein, or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under in which they were made, not misleading (an “Allowed Delay”); provided that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicablemisleading.

Effectiveness. i. The Company shall use commercially its reasonable best efforts to have the Initial Registration Statement and any amendment thereto declared effective as soon as practicableby the SEC at the earliest possible date but no later than the earlier of the sixtieth (60th) calendar day following the earlier of (i) the initial filing date of the Initial Registration Statement and (ii) the Filing Deadline, if the SEC notifies the Company that it will “review” the Initial Registration Statement and (b) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Initial Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any the Initial Registration Statement is declared effective or is supplemented and shall simultaneously provide the Investors with copies of any related Prospectus prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (i) a The Company shall use reasonable best efforts to keep the Initial Registration Statement covering continuously effective pursuant to Rule 415 promulgated under the Registrable Securities is not declared effective Act and available for the resale by the SEC prior to the fifth (5th) Business Day after the SEC shall have informed the Company that no review Investors of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement; or (ii) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason all of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments (each payment, a “Registration Delay Payment”) to each Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”), as liquidated damages and not as a penalty, in an amount equal to (a) in the case of each Investor that is a Purchaser, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by such Purchaser; (b) in the case of each Investor who is an affiliate of a Purchaser and acquired Registrable Securities from such Purchaser for no additional consideration, 1.5% of the aggregate Purchase Price (as defined in the Subscription Agreements) paid by the Purchaser who was the transferor or assignor (an “Assigning Purchaser”); provided, however, if (1) the Assigning Purchaser retains any Registrable Securities, the Registration Delay Payment payable to such Assigning Purchaser shall be governed by this proviso to clause (b) rather than clause (a), and such Registration Delay Payment shall be allocated pro rata between the Investor and the Assigning Purchaser based on the number of Registrable Securities held by the Investor and the Assigning Purchaser at the commencement of the applicable Blackout Period, and (2) the Registrable Securities held by the Assigning Purchaser were transferred or assigned to more than one affiliate for no additional consideration, such Registration Delay Payment shall be allocated pro rata among such affiliates based on the number of Registrable Securities held by the each such affiliate at the commencement of the applicable Blackout Period; and (c) in the case of an Investor that is not a Purchaser and not otherwise covered by the preceding clause (b), 1.5% of the aggregate purchase price paid by such Investor to acquire the Registrable Securities covered by thereby at all times until the Registration Statement. Such Registration Delay Payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right earlier to occur of the Investors to seek injunctive relief. The Registration Delay Payments payable as liquidated damages pursuant to this Section shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such Registration Delay Payments shall be made to each Investor in cash. ii. For not more than thirty (30) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to events: (i) delay the disclosure of material non-public information concerning date on which the CompanyInvestors shall have resold all the Registrable Securities covered thereby (whether pursuant to Rule 144, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the CompanyRegistration Statement or otherwise); or and (ii) amend the date on which the Registrable Securities may be resold by the Investors without registration and without regard to any volume or supplement manner-of-sale limitations by reason of Rule 144, and without the affected requirement for the Company to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule of similar effect (the “Registration Period”). The Initial Registration Statement (including any amendments or the related Prospectus so that such Registration Statement or Prospectus supplements thereto and prospectuses contained therein) shall not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein therein, or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under in which they were made, not misleading (an “Allowed Delay”); provided that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay; (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicablemisleading.