Common use of Hedging Transactions Clause in Contracts

Hedging Transactions. The Lender agrees that as long as it or any of its Affiliates holds any Securities it shall not, and the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position with respect to any Company Securities in excess of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into pursuant to this clause (i) even if the bid price for the Common Stock declines to less than $0.25) and (ii) in connection with a conversion under the Debenture or an exercise of the Warrants. The Lender agrees that it shall not transfer any Securities unless the transferee thereof explicitly agrees in writing to be bound by the terms hereof, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lender.

Hedging Transactions. (i) The Lender Company agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of Holders’ Counsel, it is necessary or desirable to register under the Securities Act such Hedging Transaction or sales or transfers (whether short or long) of Registrable Class Securities in connection therewith, then the Company shall use its reasonable best efforts to take such actions (which may include, among other things, the filing of a post-effective amendment to a Registration Statement to include additional or changed information that is material or is otherwise required to be disclosed, including a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as long as it underwriters or potential underwriters, if applicable, or any change to the plan of its Affiliates holds any distribution) as may reasonably be required to register such Hedging Transaction or sales or transfers of Registrable Class Securities it in connection therewith under the Securities Act in a manner consistent with the rights and obligations of the Company hereunder with respect to the registration of Registrable Securities. Any information provided by the Holders regarding the Hedging Transaction that is included in a Registration Statement, Prospectus or Free Writing Prospectus pursuant to this Section 7(e) shall notbe deemed to be information provided by the Holders selling Registrable Securities pursuant to such Registration Statement for purposes of Section 7(b). (ii) All Registration Statements in which Holders may include Registrable Securities under this Agreement shall be subject to the provisions of this Section 7(e), and the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position with respect to any Company registration of Registrable Class Securities in excess of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into thereunder pursuant to this clause Section 7(e) shall be subject to the provisions of this Agreement applicable to any such Registration Statements; provided, however, that the selection of any Hedging Counterparty shall not be subject to Section 3(g), but the Hedging Counterparty shall be selected by the Holders of a majority of the Registrable Class Securities subject to the Hedging Transaction that are proposed to be included in such Registration Statement. (iiii) even if the bid price for the Common Stock declines to less than $0.25) and (ii) If in connection with a conversion Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Company regarding the plan of distribution and like matters. (iv) The Company further agrees to include, under the Debenture caption “Plan of Distribution” (or an exercise the equivalent caption), in each Registration Statement, and any related Prospectus (to the extent such inclusion is permitted under applicable Commission regulations and is consistent with comments received from the Commission during any Commission review of the Warrants. The Lender agrees that it shall not transfer any Securities unless Registration Statement), language substantially in the transferee thereof explicitly agrees form of Schedule 1 hereto and to include in writing to be bound by the terms hereof, except each Prospectus supplement filed in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated any proposed Hedging Transaction language mutually agreed upon by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate relevant Holders and the Hedging Counterparty describing such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the LenderHedging Transaction.

Hedging Transactions. (i) The Lender Company agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of counsel to the Holders’ it is necessary or desirable to register under the Securities Act such Hedging Transaction or sales or transfers (whether short or long) of securities of the same class as the Registrable Securities in connection therewith, then the Company shall use its reasonable best efforts to take such actions (which may include, among other things, the filing of a post-effective amendment to a Registration Statement to include additional or changed information that is material or is otherwise required to be disclosed, including a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its affiliates as long as it underwriters or potential underwriters, if applicable, or any change to the plan of its Affiliates holds any distribution) as may reasonably be required to register such Hedging Transaction or sales or transfers of securities of the same class as the Registrable Securities it in connection therewith under the Securities Act in a manner consistent with the rights and obligations of the Company hereunder with respect to the registration of Registrable Securities. Any information provided by the Holders regarding the Hedging Transaction that is included in a Registration Statement, Prospectus or other document pursuant to this Section 2.13 shall notbe deemed to be information provided by the Holders selling Registrable Securities pursuant to such Registration Statement for purposes of Section 2.8. (ii) All Registration Statements in which Holders may include Registrable Securities under this Agreement shall be subject to the provisions of this Section 2.13, and the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position with respect to any Company registration of securities of the same class as the Registrable Securities in excess of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into thereunder pursuant to this clause Section 2.13 shall be subject to the provisions of this Agreement applicable to any such Registration Statements; provided, however, that the selection of any Hedging Counterparty shall in the sole discretion of the Holders of a majority of the Registrable Securities subject to the Hedging Transaction that are proposed to be included in such Registration Statement. (iiii) even if the bid price for the Common Stock declines to less than $0.25) and (ii) If in connection with a conversion Hedging Transaction, a Hedging Counterparty or any affiliate thereof is (or may be considered under applicable SEC guidance) an underwriter or selling stockholder, then it shall, if requested by the relevant Holder, be required to provide customary indemnities to the Company regarding the plan of distribution and like matters. (iv) The Company further agrees to include, under the Debenture caption “Plan of Distribution” (or an exercise the equivalent caption), in each Registration Statement, and any related Prospectus (to the extent such inclusion is permitted under applicable Commission regulations and is consistent with comments received from the Commission during any Commission review of the Warrants. The Lender agrees that it shall not transfer any Securities unless the transferee thereof explicitly agrees in writing to be bound Registration Statement), such disclosure as is mutually agreed upon by the terms hereof, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate relevant Holders and the Hedging Counterparty describing such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the LenderHedging Transaction.

Hedging Transactions. (a) The Lender Company agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of Counsel to the Holders, it is necessary or desirable to have a Registration Statement under the Securities Act cover such Hedging Transaction or sales or transfers (whether short or long) of Registrable Securities in connection therewith, then the Company shall use its reasonable best efforts to take such actions (which may include the filing of a prospectus supplement to include additional or changed information that is material or is otherwise required to be disclosed, including a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as long as it underwriters or potential underwriters, if applicable, or any change to the plan of its Affiliates holds any Securities it shall notdistribution, and the Lender shall cause it Affiliates not to, hold any short sale position as may reasonably be required to have such Hedging Transaction or any hedging position with respect to any Company sales or transfers of Registrable Securities in excess connection therewith covered by a Registration Statement under the Securities Act in a manner consistent with the rights and obligations of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates Company hereunder. (b) All Registration Statements in which Holders may enter into any such short position or hedging position (i) prior include Registrable Securities under this Agreement shall be subject to the Effective Dateprovisions of this Section 7. The selection of any Hedging Counterparty shall not be subject to Section 2(f), at any time during any period that that but the bid price for the Common Stock as reported Hedging Counterparty shall be selected by the Reporting Service Holders of a majority of the Registrable Securities subject to the Hedging Transaction that is equal proposed to or greater than $0.25 be effected. (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into pursuant to this clause (ic) even if the bid price for the Common Stock declines to less than $0.25) and (ii) If in connection with a conversion Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Company regarding the plan of distribution and like matters. (d) The Company further agrees to include, under the Debenture caption “Plan of Distribution” (or an exercise the equivalent caption), in each Registration Statement, and any related Prospectus (to the extent such inclusion is permitted under applicable Commission regulations and is consistent with comments received from the Commission during any Commission review of the Warrants. The Lender agrees that it shall not transfer any Securities unless Registration Statement), language substantially in the transferee thereof explicitly agrees form of Schedule I hereto and to include in writing to be bound by the terms hereof, except each prospectus supplement filed in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated any proposed Hedging Transaction language mutually agreed upon by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate relevant Holders and the Hedging Counterparty describing such absence of such violations Hedging Transaction. (includinge) In connection with a Hedging Transaction, but not limited to, its failure to provide any trading or other records, it being specifically agreed that each Hedging Counterparty shall be treated in the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either same manner as a defense to any breach managing underwriter for purposes of the Company's obligations under any Section 5 of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lenderthis Agreement.

Hedging Transactions. (a) The Lender Company agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of Counsel to the Holders, it is necessary or desirable to have a Registration Statement under the Securities Act cover such Hedging Transaction or sales or transfers (whether short or long) of Registrable Securities in connection therewith, then the Company shall use its commercially reasonable efforts to take such actions (which may include the filing of a prospectus supplement to include additional or changed information that is material or is otherwise required to be disclosed, including a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as long as it underwriters or potential underwriters, if applicable, or any change to the plan of its Affiliates holds any Securities it distribution, but shall not, and not include the Lender shall cause it Affiliates not to, hold any short sale position filing of a post-effective amendment to a Registration Statement) as may reasonably be required to have such Hedging Transaction or any hedging position with respect to any Company sales or transfers of Registrable Securities in excess connection therewith covered by a Registration Statement under the Securities Act in a manner consistent with the rights and obligations of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates Company hereunder. (b) All Registration Statements in which Holders may enter into any such short position or hedging position (i) prior include Registrable Securities under this Agreement shall be subject to the Effective Dateprovisions of this Section 7. The selection of any Hedging Counterparty shall not be subject to Section 2(f), at any time during any period that that but the bid price for the Common Stock as reported Hedging Counterparty shall be selected by the Reporting Service Holders of a majority of the Registrable Securities subject to the Hedging Transaction that is equal proposed to or greater than $0.25 be effected. (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into pursuant to this clause (ic) even if the bid price for the Common Stock declines to less than $0.25) and (ii) If in connection with a conversion Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Company regarding the plan of distribution and like matters. (d) The Company further agrees to include, under the Debenture caption “Plan of Distribution” (or an exercise the equivalent caption), in each Registration Statement, and any related Prospectus (to the extent such inclusion is permitted under applicable Commission regulations and is consistent with comments received from the Commission during any Commission review of the Warrants. The Lender agrees that it shall not transfer any Securities unless Registration Statement), language substantially in the transferee thereof explicitly agrees form of Schedule I hereto and to include in writing to be bound by the terms hereof, except each prospectus supplement filed in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated any proposed Hedging Transaction language mutually agreed upon by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate relevant Holders and the Hedging Counterparty describing such absence of such violations Hedging Transaction. (includinge) In connection with a Hedging Transaction, but not limited to, its failure to provide any trading or other records, it being specifically agreed that each Hedging Counterparty shall be treated in the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either same manner as a defense to any breach managing underwriter for purposes of the Company's obligations under any Section 5 of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lenderthis Agreement.

Hedging Transactions. (a) In any S-3 Registration, the S-3 Initiating Holders may elect to engage in a Hedging Transaction. The Lender Company agrees that that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of a firm of legal counsel designated by the Majority Designated Holders (after good-faith consultation with counsel to the Company), it is necessary or desirable to register under the Securities Act such Hedging Transaction or sales or transfers (whether short or long) of Registrable Securities in connection therewith, then the Company shall use all commercially reasonable efforts to file a Registration Statement on Form S-3 as long as it may reasonably be required to register such Hedging Transactions or any sales or transfers of its Affiliates holds any Registrable Securities it shall not, in connection therewith under the Securities Act in a manner consistent with the rights and obligations of the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position Company hereunder with respect to any Company Securities the registration of Registrable Securities. Any information regarding the Hedging Transaction included in excess of $25,000; provided that, notwithstanding the foregoing, the Lender a Registration Statement or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into Prospectus pursuant to this clause Section 6(a) shall be deemed to be information provided by the Designated Holders selling Registrable Securities pursuant to such Registration Statement for purposes of Section 9. (ib) even if the bid price for the Common Stock declines to less than $0.25) and (ii) If in connection with a conversion Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Company regarding the Plan of Distribution and like matters. (c) The Company further agrees to include, under the Debenture caption “Plan of Distribution” (or an exercise the equivalent caption), in each Registration Statement and any related prospectus (to the extent such inclusion is permitted under applicable Commission regulations and is consistent with comments received from the Commission during any Commission review of the Warrants. The Lender agrees that it shall not transfer any Securities unless Registration Statement), language substantially in the transferee thereof explicitly agrees form of Annex A hereto, and to include in writing to be bound by the terms hereof, except each prospectus supplement filed in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated any proposed Hedging Transaction language mutually agreed upon by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate relevant Designated Holder and the Hedging Counterparty describing such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the LenderHedging Transaction.

Hedging Transactions. (i) The Lender Company agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of Holders’ Counsel, it is necessary or desirable to register under the Securities Act such Hedging Transaction or sales or Transfers (whether short or long) of Registrable Class Securities in connection therewith, then the Company shall use its reasonable best efforts to take such actions (which may include, among other things, the filing of a post-effective amendment to a Registration Statement to include additional or changed information that is material or is otherwise required to be disclosed, including a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as long as it underwriters or potential underwriters, if applicable, or any change to the plan of its Affiliates holds any distribution) as may reasonably be required to register such Hedging Transaction or sales or Transfers of Registrable Class Securities it shall not, in connection therewith under the Securities Act in a manner consistent with the rights and obligations of the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position Company hereunder with respect to any Company Securities in excess the registration of $25,000; Registrable Securities. Any information provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service Holders regarding the Hedging Transaction that is equal to included in a Registration Statement, Prospectus or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into Issuer Free Writing Prospectus pursuant to this clause (iSection 7(e) even if shall be deemed to be information provided by the bid price Holders selling Registrable Securities pursuant to such Registration Statement for the Common Stock declines to less than $0.25) and purposes of Section 7(b). (ii) All Registration Statements in which Holders may include Registrable Securities under this Agreement shall be subject to the provisions of this Section 7(e). The Hedging Counterparty shall be selected by the Holders of a majority of the Registrable Class Securities subject to the Hedging Transaction that are proposed to be included in such Registration Statement. (iii) If in connection with a conversion Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Company regarding the plan of distribution and like matters. (iv) The Company further agrees to include, under the Debenture caption “Plan of Distribution” (or an exercise the equivalent caption), in each Registration Statement, and any related Prospectus (to the extent such inclusion is permitted under applicable SEC regulations and is consistent with comments received from the SEC during any SEC review of the Warrants. The Lender agrees that it shall not transfer any Securities unless Registration Statement), language substantially in the transferee thereof explicitly agrees form of Schedule A hereto and to include in writing to be bound by the terms hereof, except each Prospectus supplement filed in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated any proposed Hedging Transaction language mutually agreed upon by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate relevant Holders and the Hedging Counterparty describing such absence of such violations Hedging Transaction. (includingv) In connection with a Hedging Transaction, but not limited to, its failure to provide any trading or other records, it being specifically agreed that each Hedging Counterparty shall be treated in the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either same matter as a defense to any breach managing underwriter for purposes of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the LenderSection 7.

Hedging Transactions. (a) The Lender agrees that as long as it or any provisions of its Affiliates holds any this Agreement relating to the registration, offer and sale of Registrable Securities it shall not, and the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position with respect apply also to any Company Securities in excess of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior any transaction which Transfers some or all of the economic risk of ownership of Registrable Securities, including any forward contract, equity swap, put or call, put or call equivalent position, collar, margin loan, sale of exchangeable security or similar transaction (including the registration, offer and sale under the Securities Act of Registrable Securities pledged to the Effective Datecounterparty to such transaction or of securities of the same class as the underlying Registrable Securities by the counterparty to such transaction in connection therewith), at any time during any period that and that the bid price for the Common Stock as reported by the Reporting Service is equal counterparty to or greater than $0.25 (and the Lender or such Affiliate transaction shall be entitled to hold such short position or hedging position entered into pursuant to this clause (i) even if selected in the bid price for sole discretion of the Common Stock declines to less than $0.25) Demand Shareholders and (ii) any derivative transactions in which a broker-dealer, other financial institution or unaffiliated Person (each, a “Hedging Counterparty”) may sell Registrable Securities covered by any prospectus and the applicable prospectus supplement including short sale transactions using Registrable Securities pledged by a Demand Shareholder or borrowed from the Demand Shareholder or others and Registrable Securities loaned, pledged or hypothecated to any such party (each, a “Hedging Transaction”); provided that the Demand Shareholder’s legal counsel has determined in its reasonable judgment (after good-faith consultation with counsel of the Company) that it is reasonably necessary to register under the Securities Act such Hedging Transaction. Any written information regarding the Hedging Transaction provided to the Company by a Hedging Counterparty for inclusion in any registration statement, prospectus or free writing prospectus filed pursuant to this Section 4.5 shall, for purposes of Section 4.9, be deemed to be written information provided by a Selling Shareholder for purposes of Section 4.9; provided further that the term “Hedging Transaction” shall exclude any transactions in violation of Section 16 of the Exchange Act. (b) If in connection with a conversion under the Debenture Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may reasonably be considered) an exercise of the Warrants. The Lender agrees that it underwriter or selling stockholder, then such Hedging Counterparty shall not transfer any Securities unless the transferee thereof explicitly agrees in writing be required to be bound by the terms hereof, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) provide customary indemnities to the Company has affirmatively demonstrated by regarding the use plan of specific clear distribution and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lenderrelated matters.

Hedging Transactions. (a) The Lender agrees that as long as it or any provisions of its Affiliates holds any this Agreement relating to the registration, offer and sale of Registrable Securities it shall not, and the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position with respect apply also to any Company Securities in excess of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior any transaction which Transfers some or all of the economic risk of ownership of Registrable Securities, including any forward contract, equity swap, put or call, put or call equivalent position, collar, margin loan, sale of exchangeable security or similar transaction (including the registration, offer and sale under the Securities Act of Registrable Securities pledged to the Effective Datecounterparty to such transaction or of securities of the same class as the underlying Registrable Securities by the counterparty to such transaction in connection therewith), at any time during any period that and that the bid price for the Common Stock as reported by the Reporting Service is equal counterparty to or greater than $0.25 (and the Lender or such Affiliate transaction shall be entitled to hold such short position or hedging position entered into pursuant to this clause (i) even if selected in the bid price for sole discretion of the Common Stock declines to less than $0.25) Demand Shareholders and (ii) any derivative transactions in which a broker-dealer, other financial institution or unaffiliated Person (each, a “Hedging Counterparty”) may sell Registrable Securities covered by any prospectus and the applicable prospectus supplement including short sale transactions using Registrable Securities pledged by a Demand Shareholder or borrowed from the Demand Shareholder or others and Registrable Securities loaned, pledged or hypothecated to any such party (each, a “Hedging Transaction”); provided that the Demand Shareholder’s legal counsel has determined in its reasonable judgment (after good-faith consultation with counsel of the Company) that it is reasonably necessary to register under the Securities Act such Hedging Transaction. Any written information regarding the Hedging Transaction provided to the Company by a Hedging Counterparty for inclusion in any registration statement, prospectus or free writing prospectus filed pursuant to this Section 6.5 shall, for purposes of Section 6.9, be deemed to be written information provided by a Selling Shareholder for purposes of Section 6.9. (b) If in connection with a conversion under the Debenture Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may reasonably be considered) an exercise of the Warrants. The Lender agrees that it underwriter or selling stockholder, then such Hedging Counterparty shall not transfer any Securities unless the transferee thereof explicitly agrees in writing be required to be bound by the terms hereof, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) provide customary indemnities to the Company has affirmatively demonstrated by regarding the use plan of specific clear distribution and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lenderrelated matters.

Hedging Transactions. (a) In any S-3 Registration, the S-3 Initiating Holders may (on behalf of themselves and the Designated Stockholders) elect to engage in a Hedging Transaction. The Lender Company agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of Designated Stockholders’ Counsel (after good-faith consultation with counsel to the Company), it is necessary or desirable to register under the Securities Act such Hedging Transaction or sales or transfers (whether short or long) of Registrable Securities in connection therewith, then the Company shall use commercially reasonable efforts to take such actions (which may include, among other things, the filing of a prospectus supplement or post-effective amendment to a Registration Statement to include additional or changed information that is material or is otherwise required to be disclosed, including, without limitation, a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as long as it underwriters or potential underwriters, if applicable, or any change to the plan of its Affiliates holds any distribution) as may reasonably be required to register such Hedging Transaction or sales or transfers of Registrable Securities it shall not, in connection therewith under the Securities Act in a manner consistent with the rights and obligations of the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position Company hereunder with respect to any Company Securities the registration of Registrable Securities. Any information regarding the Hedging Transaction included in excess of $25,000; provided thata Registration Statement, notwithstanding the foregoing, the Lender Prospectus or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into Free Writing Prospectus pursuant to this clause Section 6(a) shall, for purposes of Section 9 hereof, be deemed to be information provided by the Designated Stockholder that is party to such Hedging Transaction and is selling Registrable Securities pursuant to such Registration Statement for purposes of Section 9 hereof. (ib) even if The selection of any Hedging Counterparty shall not be subject to Section 3(f) hereof, but the bid price for Hedging Counterparty shall be selected by the Common Stock declines Designated Stockholders holding a majority of the Registrable Securities subject to less than $0.25the Hedging Transaction that are proposed to be included in such Registration Statement. (c) and (ii) If in connection with a conversion Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Company regarding the plan of distribution and like matters. (d) The Company further agrees to include, under the Debenture caption “Plan of Distribution” (or an exercise the equivalent caption), in each Registration Statement and any related Prospectus (to the extent such inclusion is permitted under applicable Commission regulations and is consistent with comments received from the Commission during any Commission review of the Warrants. The Lender agrees that it shall not transfer any Securities unless Registration Statement), language substantially in the transferee thereof explicitly agrees form of Annex B hereto and to include in writing to be bound by the terms hereof, except each Prospectus supplement filed in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated any proposed Hedging Transaction language mutually agreed upon by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate relevant Designated Stockholder and the Hedging Counterparty describing such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the LenderHedging Transaction.

Hedging Transactions. (a) In any S-3 Registration, the S-3 Initiating Holders may (on behalf of themselves and the Designated Stockholders) elect to engage in a Hedging Transaction. The Lender Company agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of Designated Stockholders’ Counsel (after good-faith consultation with counsel to the Company), it is necessary or desirable to register under the Securities Act such Hedging Transaction or sales or transfers (whether short or long) of Registrable Securities in connection therewith, then the Company shall use commercially reasonable efforts to take such actions (which may include, among other things, the filing of a prospectus supplement or post-effective amendment to a Registration Statement to include additional or changed information that is material or is otherwise required to be disclosed, including, without limitation, a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as long as it underwriters or potential underwriters, if applicable, or any change to the plan of its Affiliates holds any distribution) as may reasonably be required to register such Hedging Transaction or sales or transfers of Registrable Securities it shall not, in connection therewith under the Securities Act in a manner consistent with the rights and obligations of the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position Company hereunder with respect to any Company Securities the registration of Registrable Securities. Any information regarding the Hedging Transaction included in excess of $25,000; provided thata Registration Statement, notwithstanding the foregoing, the Lender Prospectus or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into Free Writing Prospectus pursuant to this clause Section 6(a) shall, for purposes of Section 9 hereof, be deemed to be information provided by the Designated Stockholder that is party to such Hedging Transaction and is selling Registrable Securities pursuant to such Registration Statement for purposes of Section 9 hereof. (ib) even if The selection of any Hedging Counterparty shall not be subject to Section 3(f) hereof, but the bid price for Hedging Counterparty shall be selected by the Common Stock declines Designated Stockholders holding a majority of the Registrable Securities subject to less than $0.25the Hedging Transaction that are proposed to be included in such Registration Statement. (c) and (ii) If in connection with a conversion under the Debenture Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an exercise of the Warrants. The Lender agrees that underwriter or selling stockholder, then it shall not transfer any Securities unless the transferee thereof explicitly agrees in writing be required to be bound by the terms hereof, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) provide customary indemnities to the Company has affirmatively demonstrated by regarding the use plan of specific clear distribution and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lenderlike matters.

Hedging Transactions. (a) In any Shelf Registration, the demanding Holder may elect to engage in a Hedging Transaction. The Lender Company agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of counsel to the demanding Holder, it is necessary or desirable to register under the Securities Act such Hedging Transaction or sales or transfers (whether short or long) of Registrable Securities in connection therewith, then the Company shall use commercially reasonable efforts to take such actions (which may include, among other things, the filing of a prospectus supplement or post-effective amendment to a Registration Statement to include additional or changed information that is material or is otherwise required to be disclosed, including, without limitation, a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as long as it underwriters or potential underwriters, if applicable, or any change to the plan of its Affiliates holds any distribution) as may reasonably be required to register such Hedging Transaction or sales or transfers of Registrable Securities it shall not, in connection therewith under the Securities Act in a manner consistent with the rights and obligations of the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position Company hereunder with respect to any Company Securities the registration of Registrable Securities. Any information regarding the Hedging Transaction included in excess of $25,000; provided thata Registration Statement, notwithstanding the foregoing, the Lender Prospectus or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into Free Writing Prospectus pursuant to this clause Section 5(a) shall, for purposes of Section 6 hereof, be deemed to be information provided by the Standard General Party that is party to such Hedging Transaction and is selling Registrable Securities pursuant to such Registration Statement for purposes of Section 6 hereof. (ib) even if the bid price for the Common Stock declines to less than $0.25) and (ii) If in connection with a conversion under Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Debenture or an exercise Company regarding the plan of the Warrantsdistribution and like matters. The Lender agrees that it Prospectus shall not transfer any Securities unless the transferee thereof explicitly agrees in writing to be bound by the terms hereofpermit, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated by the use of specific clear and convincing evidence that the Lender has traded in securities a Hedging Transaction, a Hedging Counterparty or any Affiliate thereof to sell shares of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with Registrable Securities covered by such laws Prospectus and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; providedapplicable prospectus supplement, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lenderincluding short sales.

Hedging Transactions. (a) The Lender Issuer agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of Stockholder Counsel (after good faith consultation with counsel to the Issuer), it is necessary or desirable to register under the Securities Act such Hedging Transactions or sales or transfers (whether short or long) of Registrable Class Securities in connection therewith, then the Issuer shall use all commercially reasonable efforts to take such actions (which may include, among other things, the filing of a post-effective amendment to a Registration Statement to include additional or changed information that is material or is otherwise required to be disclosed, including, without limitation, a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as long as it underwriters or potential underwriters, if applicable, or any change to the Plan of its Affiliates holds any Distribution) as may reasonably be required to register such Hedging Transactions or sales or transfers of Registrable Class Securities it shall not, in connection therewith under the Securities Act in a manner consistent with the rights and obligations of the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position Issuer hereunder with respect to any Company Securities the registration of Registrable Securities. Any information regarding the Hedging Transaction included in excess of $25,000; provided that, notwithstanding the foregoing, the Lender a Registration Statement or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into Prospectus pursuant to this clause Section 4.4(a) shall be deemed to be information provided by the Stockholders selling Registrable Securities pursuant to such Registration Statement for purposes of Article VII. (ib) even if the bid price Any registration effected pursuant to this Section 4.4 shall be deemed to be a Demand Registration for the Common Stock declines to less than $0.25purposes of this Agreement. (c) and (ii) If in connection with a conversion Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Issuer regarding the Plan of Distribution and like matters. (d) The Issuer further agrees to include, under the Debenture caption "Plan of Distribution" (or an exercise the equivalent caption), in each Registration Statement, and any related prospectus (to the extent such inclusion is permitted under applicable Commission regulations and is consistent with comments received from the Commission during any Commission review of the Warrants. The Lender agrees that it shall not transfer any Securities unless Registration Statement), language substantially in the transferee thereof explicitly agrees form of Annex A hereto and to include in writing to be bound by the terms hereof, except each prospectus supplement filed in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated any proposed Hedging Transaction language mutually agreed upon by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securitiesIssuer, the Lender shall be assumed to be in compliance with such laws relevant Stockholder and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any Hedging Counterparty describing such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the LenderHedging Transaction.

Hedging Transactions. (a) The Lender Issuer agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of Stockholder Counsel (after good-faith consultation with counsel to the Issuer), it is necessary or desirable to register under the Securities Act such Hedging Transactions or sales or transfers (whether short or long) of Registrable Class Securities in connection therewith, then the Issuer shall use all commercially reasonable efforts to take such actions (which may include, among other things, the filing of a post-effective amendment to a Registration Statement to include additional or changed information that is material or is otherwise required to be disclosed, including, without limitation, a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as long as it underwriters or potential underwriters, if applicable, or any change to the Plan of its Affiliates holds any Distribution) as may reasonably be required to register such Hedging Transactions or sales or transfers of Registrable Class Securities it shall not, in connection therewith under the Securities Act in a manner consistent with the rights and obligations of the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position Issuer hereunder with respect to the registration of Registrable Securities. Any information regarding the Hedging Transaction included in a Registration Statement or Prospectus pursuant to this Section 4.4(a) shall be deemed to be information provided by the Stockholders selling Registrable Securities pursuant to such Registration Statement for purposes of Article VII. (b) Any registration effected pursuant to this Section 4.4 shall be deemed to be a Demand Registration for purposes of Section 4.1(a)(ii) and shall be subject to the limitations on such Demand Registration contained in this Agreement (including, without limitation, Sections 4.1, 4.2 and 6.10). (c) If in connection with a Hedging Transaction, a Hedging Counterparty or any Company Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Issuer regarding the Plan of Distribution and like matters. (d) In addition, regardless of whether the Hedging Counterparty in any Hedging Transaction is considered under applicable law to be an underwriter, in any Hedging Transaction other than an OTC Hedging Transaction where the aggregate Market Value of Registrable Securities in excess of proposed to be hedged is greater than $25,000; provided that375 million, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior the Stockholders holding a majority of the securities proposed to be included in such Hedging Transaction shall have the right to select one nationally-recognized investment banking firm to act as a co-lead book-running Hedging Counterparty (or the equivalent) with respect to such Hedging Transaction, which firm shall be reasonably acceptable to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into pursuant to this clause (i) even if the bid price for the Common Stock declines to less than $0.25) Issuer; and (ii) the Issuer shall have the right to select one nationally-recognized investment banking firm to act as a co-lead book-running Hedging Counterparty (or the equivalent) with respect to such Hedging Transaction, which firm shall be reasonably acceptable to the Stockholders holding a majority of the securities proposed to be included in such Hedging Transaction. To the extent that the Issuer has the right to select a nationally-recognized investment banking firm to act as a co-lead book-running Hedging Counterparty (or the equivalent) pursuant to this Section 4.4(d), the Stockholders proposing to effect such Hedging Transaction shall give the Issuer reasonable notice, taking into account the type of Hedging Transaction, of their intention to enter into such Hedging Transaction, which notice shall contain a reasonably detailed description of the terms of such Hedging Transaction. (e) The Issuer further agrees to include, under the caption "Plan of Distribution" (or the equivalent caption), in each Registration Statement, and any related prospectus (to the extent such inclusion is permitted under applicable Commission regulations and is consistent with comments received from the Commission during any Commission review of the Registration Statement), language substantially in the form of Annex A hereto and to include in each prospectus supplement filed in connection with a conversion under the Debenture or an exercise of the Warrants. The Lender agrees that it shall not transfer any Securities unless the transferee thereof explicitly agrees in writing to be bound proposed Hedging Transaction language mutually agreed upon by the terms hereof, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securitiesIssuer, the Lender shall be assumed to be in compliance with such laws relevant Stockholder and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any Hedging Counterparty describing such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the LenderHedging Transaction.

Hedging Transactions. (a) In any S-3 Registration, the S-3 Initiating Holders may elect to engage in a Hedging Transaction. The Lender Company agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of Designated Stockholders’ Counsel (after good-faith consultation with counsel to the Company), it is necessary or desirable to register under the Securities Act such Hedging Transaction or sales or transfers (whether short or long) of Registrable Securities in connection therewith, then the Company shall use commercially reasonable efforts to take such actions (which may include, among other things, the filing of a prospectus supplement or post-effective amendment to a Registration Statement to include additional or changed information that is material or is otherwise required to be disclosed, including, without limitation, a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as long as it underwriters or potential underwriters, if applicable, or any change to the plan of its Affiliates holds any distribution) as may reasonably be required to register such Hedging Transaction or sales or transfers of Registrable Securities it shall not, in connection therewith under the Securities Act in a manner consistent with the rights and obligations of the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position Company hereunder with respect to any Company Securities the registration of Registrable Securities. Any information regarding the Hedging Transaction included in excess of $25,000; provided thata Registration Statement, notwithstanding the foregoing, the Lender Prospectus or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into Free Writing Prospectus pursuant to this clause Section 6(a) shall, for purposes of Section 9, be deemed to be information provided by the Designated Stockholder that is party to such Hedging Transaction and is selling Registrable Securities pursuant to such Registration Statement for purposes of Section 9. (ib) even if The selection of any Hedging Counterparty shall not be subject to Section 3(f), but the bid price for Hedging Counterparty shall be selected by the Common Stock declines Designated Stockholders holding a majority of the Registrable Securities subject to less than $0.25the Hedging Transaction that are proposed to be included in such Registration Statement. (c) and (ii) If in connection with a conversion Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Company regarding the plan of distribution and like matters. (d) The Company further agrees to include, under the Debenture caption “Plan of Distribution” (or an exercise the equivalent caption), in each Registration Statement and any related Prospectus (to the extent such inclusion is permitted under applicable Commission regulations and is consistent with comments received from the Commission during any Commission review of the Warrants. The Lender agrees that it shall not transfer any Securities unless Registration Statement), language substantially in the transferee thereof explicitly agrees form of Annex B hereto and to include in writing to be bound by the terms hereof, except each Prospectus supplement filed in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated any proposed Hedging Transaction language mutually agreed upon by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate relevant Designated Stockholder and the Hedging Counterparty describing such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the LenderHedging Transaction.

Hedging Transactions. (a) The Lender Company agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of Counsel to the Holders, it is necessary or desirable to have a Registration Statement under the Securities Act cover such Hedging Transaction or sales or transfers (whether short or long) of Registrable Securities in connection therewith, then the Company shall use its commercially reasonable efforts to take such actions (which may include the filing of a prospectus supplement to include additional or changed information that is material or is otherwise required to be disclosed, including a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as long as it underwriters or potential underwriters, if applicable, or any change to the plan of its Affiliates holds any Securities it distribution, but shall not, and not include the Lender shall cause it Affiliates not to, hold any short sale position filing of a post-effective amendment to a Registration Statement) as may reasonably be required to have such Hedging Transaction or any hedging position with respect to any Company sales or transfers of Registrable Securities in excess connection therewith covered by a Registration Statement under the Securities Act in a manner consistent with the rights and obligations of $25,000; provided that, notwithstanding the foregoing, the Lender or Company hereunder. Any request to file such Affiliates may enter into a Registration Statement shall be considered a “Demand Notice” for purposes of Section ‎2(d) and any such short position or hedging position (i) prior request shall be subject to the Effective Dateprovisions of Section ‎2(f), at if made independently of any time during other Registration Statement filing. (b) All Registration Statements in which Holders may include Registrable Securities under this Agreement shall be subject to the provisions of this Section ‎7. The selection of any period that that Hedging Counterparty shall not be subject to Section ‎2(g), but the bid price for the Common Stock as reported Hedging Counterparty shall be selected by the Reporting Service holders of a majority of the Registrable Securities subject to the Hedging Transaction that is equal proposed to or greater than $0.25 be effected. (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into pursuant to this clause (ic) even if the bid price for the Common Stock declines to less than $0.25) and (ii) If in connection with a conversion Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Company regarding the plan of distribution and like matters. (d) The Company further agrees to include, under the Debenture caption “Plan of Distribution” (or an exercise the equivalent caption), in each Registration Statement, and any related Prospectus (to the extent such inclusion is permitted under applicable Commission regulations and is consistent with comments received from the Commission during any Commission review of such Registration Statement), language substantially in the Warrants. The Lender agrees that it shall not transfer any Securities unless the transferee thereof explicitly agrees form of Schedule I hereto and to include in writing to be bound by the terms hereof, except each prospectus supplement filed in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated any proposed Hedging Transaction language mutually agreed upon by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate relevant Holders and the Hedging Counterparty describing such absence of such violations Hedging Transaction. (includinge) In connection with a Hedging Transaction, but not limited to, its failure to provide any trading or other records, it being specifically agreed that each Hedging Counterparty shall be treated in the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either same manner as a defense managing underwriter for purposes of Section ‎5 of this Agreement and subject to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely limitations set forth in any manner on the legality of any action taken by the LenderSection 2(i) hereof.

Hedging Transactions. (i) The Lender Company agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of Holders’ Counsel, it is necessary or advisable to register under the Securities Act such Hedging Transaction or sales or transfers (whether short or long) of Registrable Class Securities in connection therewith, then the Company shall use its reasonable best efforts to take such actions (which may include, among other things, the filing of a post-effective amendment to a Registration Statement to include additional or changed information that is material or is otherwise required to be disclosed, including a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as long as it underwriters or potential underwriters, if applicable, or any change to the plan of its Affiliates holds any distribution) as may reasonably be required to register such Hedging Transaction or sales or transfers of Registrable Class Securities it in connection therewith under the Securities Act in a manner consistent with the rights and obligations of the Company hereunder with respect to the registration of Registrable Securities. Any information provided by the Designated Holders regarding the Hedging Transaction that is included in a Registration Statement, Prospectus or Free Writing Prospectus pursuant to this Section 7(e) shall notbe deemed to be information provided by the Designated Holders selling Registrable Securities pursuant to such Registration Statement for purposes of Section 7(b). (ii) All Registration Statements in which Designated Holders may include Registrable Securities under this Agreement shall be subject to the provisions of this Section 7(e), and the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position with respect to any Company registration of Registrable Class Securities in excess of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into thereunder pursuant to this clause Section 7(e) shall be subject to the provisions of this Agreement applicable to any such Registration Statements; provided, however, that the selection of any Hedging Counterparty shall not be subject to Section 3(g), but the Hedging Counterparty shall be selected by the Designated Holders of a majority of the Registrable Class Securities subject to the Hedging Transaction that are proposed to be included in such Registration Statement. (iiii) even if the bid price for the Common Stock declines to less than $0.25) and (ii) If in connection with a conversion Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Company regarding the plan of distribution and like matters. (iv) The Company further agrees to include, under the Debenture caption “Plan of Distribution” (or an exercise the equivalent caption), in each Registration Statement, and any related Prospectus (to the extent such inclusion is permitted under applicable Commission regulations and is consistent with comments received from the Commission during any Commission review of the Warrants. The Lender agrees that it shall not transfer any Securities unless Registration Statement), language substantially in the transferee thereof explicitly agrees form of Schedule 1 hereto and to include in writing to be bound by the terms hereof, except each Prospectus supplement filed in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated any proposed Hedging Transaction language mutually agreed upon by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate relevant Designated Holders and the Hedging Counterparty describing such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the LenderHedging Transaction.

Hedging Transactions. (a) In any S-3 Registration, the S-3 Initiating Holders may elect to disclose their intention to engage in Hedging Transactions. The Lender Company agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of Designated Stockholders’ Counsel (after good-faith consultation with counsel to the Company), it is necessary or desirable to register under the Securities Act such Hedging Transaction or sales or transfers (whether short or long) of Registrable Securities in connection therewith, then the Company shall use its commercially reasonable efforts to take such actions (which may include, among other things, the filing of a prospectus supplement or post-effective amendment to a Registration Statement to include additional or changed information that is material or is otherwise required to be disclosed, including, without limitation, a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as long as it underwriters or potential underwriters, if applicable, or any change to the plan of its Affiliates holds any distribution) as may reasonably be required to register such Hedging Transaction or sales or transfers of Registrable Securities it shall not, in connection therewith under the Securities Act in a manner consistent with the rights and obligations of the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position Company hereunder with respect to any Company Securities the registration of Registrable Securities. Any information regarding the Hedging Transaction included in excess of $25,000; provided thata Registration Statement, notwithstanding the foregoing, the Lender Prospectus or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into Free Writing Prospectus pursuant to this clause Section 6(a) shall, for purposes of Section 9, be deemed to be information provided by the Designated Stockholder that is party to such Hedging Transaction and is selling Registrable Securities pursuant to such Registration Statement for purposes of Section 9. (ib) even if The selection of any Hedging Counterparty shall not be subject to Section 3(f), but the bid price for Hedging Counterparty shall be selected by the Common Stock declines Designated Stockholders holding a majority of the Registrable Securities subject to less than $0.25the Hedging Transaction that are proposed to be included in such Registration Statement. (c) and (ii) If in connection with a conversion Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Company regarding the plan of distribution and like matters. (d) The Company further agrees to include, under the Debenture caption “Plan of Distribution” (or an exercise the equivalent caption), in each Registration Statement and any related Prospectus (to the extent such inclusion is permitted under applicable Commission regulations and is consistent with comments received from the Commission during any Commission review of the Warrants. The Lender agrees that it shall not transfer any Securities unless Registration Statement), language substantially in the transferee thereof explicitly agrees form of Annex B hereto and to include in writing to be bound by the terms hereof, except each Prospectus supplement filed in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated any proposed Hedging Transaction language mutually agreed upon by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate relevant Designated Stockholder and the Hedging Counterparty describing such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the LenderHedging Transaction.

Hedging Transactions. a. The Lender agrees that as long as it or any provisions of its Affiliates holds any this Agreement relating to the registration, offer and sale of Registrable Securities it shall not, and the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position with respect apply also to any Company Securities in excess of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior any transaction which Transfers some or all of the economic risk of ownership of Registrable Securities, including any forward contract, equity swap, put or call, put or call equivalent position, collar, margin loan, sale of exchangeable security or similar transaction (including the registration, offer and sale under the Securities Act of Registrable Securities pledged to the Effective Datecounterparty to such transaction or of securities of the same class as the underlying Registrable Securities by the counterparty to such transaction in connection therewith), at any time during any period that and that the bid price for the Common Stock as reported by the Reporting Service is equal counterparty to or greater than $0.25 (and the Lender or such Affiliate transaction shall be entitled to hold such short position or hedging position entered into pursuant to this clause (i) even if selected in the bid price for sole discretion of the Common Stock declines to less than $0.25) Demand Shareholders and (ii) any derivative transactions in which a broker-dealer, other financial institution or unaffiliated Person (each, a “Hedging Counterparty”) may sell Registrable Securities covered by any prospectus and the applicable prospectus supplement including short sale transactions using Registrable Securities pledged by a Demand Shareholder or borrowed from the Demand Shareholder or others and Registrable Securities loaned, pledged or hypothecated to any such party (each, a “Hedging Transaction”); provided that the Demand Shareholder’s legal counsel has determined in its reasonable judgment (after good-faith consultation with counsel of the Company) that it is reasonably necessary to register under the Securities Act such Hedging Transaction. Any written information regarding the Hedging Transaction provided to the Company by a Hedging Counterparty for inclusion in any registration statement, prospectus or free writing prospectus filed pursuant to this Section 6.5 shall, for purposes of Section 6.10(b), be deemed to be written information provided by a Selling Shareholder for purposes of Section 6.10(b). b. If in connection with a conversion under the Debenture Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may reasonably be considered) an exercise of the Warrants. The Lender agrees that it underwriter or selling stockholder, then such Hedging Counterparty shall not transfer any Securities unless the transferee thereof explicitly agrees in writing be required to be bound by the terms hereof, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) provide customary indemnities to the Company has affirmatively demonstrated by regarding the use plan of specific clear distribution and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lenderrelated matters.

Hedging Transactions. (a) The Lender agrees provisions of this Agreement relating to the registration, offer, and sale of Registrable Securities shall apply also to (i) any transaction which Transfers some or all of the economic risk of ownership of Registrable Securities, including any forward contract, equity swap, put or call, put- or call-equivalent position, collar, margin loan, sale of exchangeable security, or similar transaction (including the registration, offer, and sale under the Securities Act of Registrable Securities pledged to the counterparty to such transaction or of securities of the same class as the underlying Registrable Securities by the counterparty to such transaction in connection therewith), and that as long as the counterparty to such transaction shall be selected in the sole discretion of the Demand Shareholders and (ii) any derivative transactions in which a broker-dealer, other financial institution, or unaffiliated Person (each, a “Hedging Counterparty”) may sell Registrable Securities covered by any prospectus and the applicable prospectus supplement including short sale transactions using Registrable Securities pledged by a Demand Shareholder or borrowed from the Demand Shareholder or others and Registrable Securities loaned, pledged, or hypothecated to any such party (each, a “Hedging Transaction”); provided that the Demand Shareholder’s legal counsel has determined in its reasonable judgment (after good faith consultation with counsel of the Company) that it is reasonably necessary to register under the Securities Act such Hedging Transaction. Any written information regarding the Hedging Transaction provided to the Company by a Hedging Counterparty for inclusion in any registration statement, prospectus, or free writing prospectus filed pursuant to this Section 6.5 shall, for purposes of Section 6.10(b), be deemed to be written information provided by a Selling Shareholder for purposes of Section 6.10(b). (b) If in connection with a Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may reasonably be considered) an underwriter or selling shareholder, then such Hedging Counterparty shall be required to provide customary indemnities to the Company regarding the plan of distribution and related matters. (c) Notwithstanding any other provision of this Section 6.5, in no event shall Amazon or any of its Affiliates holds “loan” any Registrable Securities it shall not, and the Lender shall cause it Affiliates not to, hold any to “short sale position or any hedging position with respect to any Company Securities in excess of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into pursuant to this clause (i) even if the bid price for the Common Stock declines to less than $0.25) and (ii) in connection with a conversion under the Debenture or an exercise of the Warrants. The Lender agrees that it shall not transfer any Securities unless the transferee thereof explicitly agrees in writing to be bound by the terms hereof, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading sellers” of the Company's ’s securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lender.

Hedging Transactions. The Lender agrees that Prior to the Effective Time, the Company will use commercially reasonable efforts to cooperate with and assist Parent in terminating the Convertible Note Hedge Options and the Warrants at or as long promptly as it or any of its Affiliates holds any Securities it shall notpracticable following the Effective Time. Prior to the Effective Time, the Company will, and the Lender shall will cause it Affiliates not its Representatives to, hold any short sale position cooperate with and assist Parent in connection with discussions, negotiations or any hedging position agreements with the counterparties to the Convertible Note Hedge Options and the Warrants with respect to any Company Securities in excess of $25,000; provided thatdetermination, notwithstanding the foregoingadjustment, the Lender cancellation, termination, exercise, settlement or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into pursuant to this clause (i) even if the bid price for the Common Stock declines to less than $0.25) and (ii) computation in connection with a conversion under the Debenture Convertible Note Hedge Options or an exercise of the Warrants. The Lender agrees that it shall not transfer any Securities unless the transferee thereof explicitly agrees in writing to be bound by the terms hereof, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws including with respect to its trading any cash amounts or shares of the Company's securitiesCompany Common Stock that may be receivable, the Lender shall be assumed to be in compliance with such laws and issuable, deliverable or payable by the Company shall remain obligated pursuant to fulfill all of its obligations under each of the Transaction AgreementsConvertible Note Hedge Options or the Warrants; provided, further, provided that the Company shall under no circumstances not be entitled required to request enter into any agreement the effectiveness of which is not conditioned upon the occurrence of the Effective Time. The Company shall also, as promptly as reasonably practicable, provide Parent and its counsel with copies of any notices or demand that other written communications received from the Lender affirmatively demonstrate that it has not engaged counterparties to, and in respect of, the Convertible Note Hedge Options or the Warrants, and shall give Parent reasonable opportunity to review and comment on any written response to any such violations as notice or other written communication, and shall give good faith consideration to any such comments timely provided by Parent. If requested by Parent, the Company shall use commercially reasonable efforts to engage a condition hedging advisor in connection with the actions set forth in the immediately preceding sentence, provided that all fees, costs or other liabilities that may be owing to any such hedging advisor that are not contingent upon the occurrence of the Closing or are payable prior to the Company's fulfillment Closing, shall be at Parent’s sole cost and expense. The Company shall not (i) enter into any binding agreements in respect of its obligations under the Convertible Note Hedge Options or the Warrants, (ii) agree to any amendments, modifications or other changes to the terms of the Convertible Note Hedge Options or the Warrants, or (iii) exercise any right it may have to terminate, or to trigger an early settlement of, any of the Transaction Agreements and shall not assertConvertible Note Hedge Options or Warrants (other than, whether as for the avoidance of doubt, in connection with an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality early conversion of any action taken by Company Convertible Notes), in each case without the Lenderprior written consent of Parent. The Company’s obligations pursuant to this Section 6.19(b) shall be subject to the provisions of Section 6.9.

Hedging Transactions. (a) In any S-3 Registration, the Initiating Holder may (on behalf of itself and the Designated Stockholders) elect to engage in a Hedging Transaction. The Lender Company agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of the Initiating Holder (after good-faith consultation with the Company), it is necessary or desirable to register under the Securities Act such Hedging Transaction or sales or transfers (whether short or long) of Registrable Securities in connection therewith, then the Company shall use commercially reasonable efforts to take such actions (which may include, among other things, the filing of a prospectus supplement or post-effective amendment to a Registration Statement to include additional or changed information that is material or is otherwise required to be disclosed, including, without limitation, a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as long as it underwriters or potential underwriters, if applicable, or any change to the plan of its Affiliates holds any distribution) as may reasonably be required to register such Hedging Transaction or sales or transfers of Registrable Securities it shall not, in connection therewith under the Securities Act in a manner consistent with the rights and obligations of the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position Company hereunder with respect to any Company Securities the registration of Registrable Securities. Any information regarding the Hedging Transaction included in excess of $25,000; provided thata Registration Statement, notwithstanding the foregoing, the Lender Prospectus or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into Free Writing Prospectus pursuant to this clause Section 6(a) shall, for purposes of Section 9 hereof, be deemed to be information provided by the Designated Stockholder that is party to such Hedging Transaction and is selling Registrable Securities pursuant to such Registration Statement for purposes of Section 9 hereof. (ib) even if The selection of any Hedging Counterparty shall not be subject to Section 3(f) hereof, but the bid price for Hedging Counterparty shall be selected by the Common Stock declines to less than $0.25Initiating Holder. (c) and (ii) If in connection with a conversion Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Company regarding the plan of distribution and like matters. (d) The Company further agrees to include, under the Debenture caption “Plan of Distribution” (or an exercise the equivalent caption), in each Registration Statement and any related Prospectus (to the extent such inclusion is permitted under applicable Commission regulations and is consistent with comments received from the Commission during any Commission review of the Warrants. The Lender agrees that it shall not transfer any Securities unless Registration Statement), language substantially in the transferee thereof explicitly agrees form of Annex B hereto and to include in writing to be bound by the terms hereof, except each Prospectus supplement filed in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated any proposed Hedging Transaction language mutually agreed upon by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate Initiating Holder and the Hedging Counterparty describing such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the LenderHedging Transaction.

Hedging Transactions. (i) The Lender Company agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of Holders’ Counsel, it is necessary or desirable to register under the Securities Act such Hedging Transaction or sales or transfers (whether short or long) of Registrable Class Securities in connection therewith, then the Company shall use its commercially reasonable efforts to take such actions (which may include, among other things, the filing of a post-effective amendment to a Registration Statement to include additional or changed information that is material or is otherwise required to be disclosed, including a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as long as it underwriters or potential underwriters, if applicable, or any change to the plan of its Affiliates holds any distribution) as may reasonably be required to register such Hedging Transaction or sales or transfers of Registrable Class Securities it in connection therewith under the Securities Act in a manner consistent with the rights and obligations of the Company hereunder with respect to the registration of Registrable Securities. Any information provided by the Investor Holders regarding the Hedging Transaction that is included in a Registration Statement, Prospectus or Issuer Free Writing Prospectus pursuant to this Section 7(e) shall notbe deemed to be information provided by the Investor Holders selling Registrable Securities pursuant to such Registration Statement for purposes of Section 7(b). (ii) All Registration Statements in which Investor Holders may include Registrable Securities under this Agreement shall be subject to the provisions of this Section 7(e), and the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position with respect to any Company registration of Registrable Class Securities in excess of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into thereunder pursuant to this clause Section 7(e) shall be subject to the provisions of this Agreement applicable to any such Registration Statements; provided, however, that the selection of any Hedging Counterparty shall not be subject to Section 3(g), but the Hedging Counterparty shall be selected by the Investor Holders of a majority of the Registrable Class Securities subject to the Hedging Transaction that are proposed to be included in such Registration Statement. (iiii) even if the bid price for the Common Stock declines to less than $0.25) and (ii) If in connection with a conversion Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Company regarding the plan of distribution and like matters. (iv) The Company further agrees to include, under the Debenture caption “Plan of Distribution” (or an exercise the equivalent caption), in each Registration Statement, and any related Prospectus (to the extent such inclusion is permitted under applicable Commission regulations and is consistent with comments received from the Commission during any Commission review of the Warrants. The Lender agrees that it shall not transfer any Securities unless Registration Statement), language substantially in the transferee thereof explicitly agrees form of Schedule 2 hereto and to include in writing to be bound by the terms hereof, except each Prospectus supplement filed in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated any proposed Hedging Transaction language mutually agreed upon by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate relevant Investor Holders and the Hedging Counterparty describing such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the LenderHedging Transaction.

Hedging Transactions. (a) The Lender Company agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of Counsel to the Holders, it is necessary or desirable to have a Registration Statement under the Securities Act cover such Hedging Transaction or sales or transfers (whether short or long) of Registrable Securities in connection therewith, then the Company shall use commercially reasonable efforts to take such actions (which may include the filing of a prospectus supplement to include additional or changed information that is material or is otherwise required to be disclosed, including a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as long as it underwriters or potential underwriters, if applicable, or any change to the plan of its Affiliates holds any Securities it distribution, but shall not, and not include the Lender shall cause it Affiliates not to, hold any short sale position filing of a post-effective amendment to a Registration Statement) as may reasonably be required to have such Hedging Transaction or any hedging position with respect to any Company sales or transfers of Registrable Securities in excess connection therewith covered by a Registration Statement under the Securities Act in a manner consistent with the rights and obligations of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates Company hereunder. (b) All Registration Statements in which Holders may enter into any such short position or hedging position (i) prior include Registrable Securities under this Agreement shall be subject to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported provisions of this Section 9. The Hedging Counterparty shall be selected by the Reporting Service Holders of a majority of the Registrable Securities subject to the Hedging Transaction that is equal proposed to or greater than $0.25 be effected. (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into pursuant to this clause (ic) even if the bid price for the Common Stock declines to less than $0.25) and (ii) If in connection with a conversion Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Company regarding the plan of distribution and like matters. (d) The Company further agrees to include, under the Debenture caption “Plan of Distribution” (or an exercise the equivalent caption), in each Registration Statement, and any related Prospectus (to the extent such inclusion is permitted under applicable Commission regulations and is consistent with comments received from the Commission during any Commission review of the Warrants. The Lender agrees that it shall not transfer any Securities unless Registration Statement), language substantially in the transferee thereof explicitly agrees form of Annex A hereto and to include in writing to be bound by the terms hereof, except each prospectus supplement filed in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated any proposed Hedging Transaction language mutually agreed upon by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate relevant Holders and the Hedging Counterparty describing such absence of such violations Hedging Transaction. (includinge) In connection with a Hedging Transaction, but not limited to, its failure to provide any trading or other records, it being specifically agreed that each Hedging Counterparty shall be treated in the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either same manner as a defense to any breach managing underwriter for purposes of the Company's obligations under any Section 5 of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lenderthis Agreement.

Hedging Transactions. (a) The Lender agrees that as long as it or any provisions of its Affiliates holds any this Agreement relating to the registration, offer and sale of Registrable Securities it shall not, and the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position with respect apply also to any Company Securities in excess of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior any transaction which Transfers some or all of the economic risk of ownership of Registrable Securities, including any forward contract, equity swap, put or call, put or call equivalent position, collar, margin loan, sale of exchangeable security or similar transaction (including the registration, offer and sale SV:315627.6 1001640689v15 under the Securities Act of Registrable Securities pledged to the Effective Datecounterparty to such transaction or of securities of the same class as the underlying Registrable Securities by the counterparty to such transaction in connection therewith), at any time during any period that and that the bid price for the Common Stock as reported by the Reporting Service is equal counterparty to or greater than $0.25 (and the Lender or such Affiliate transaction shall be entitled to hold such short position or hedging position entered into pursuant to this clause (i) even if selected in the bid price for sole discretion of the Common Stock declines to less than $0.25) Demand Shareholders and (ii) any derivative transactions in which a broker-dealer, other financial institution or unaffiliated Person (each, a “Hedging Counterparty”) may sell Registrable Securities covered by any prospectus and the applicable prospectus supplement including short sale transactions using Registrable Securities pledged by a Demand Shareholder or borrowed from the Demand Shareholder or others and Registrable Securities loaned, pledged or hypothecated to any such party (each, a “Hedging Transaction”); provided that the Demand Shareholder’s legal counsel has determined in its reasonable judgment (after good-faith consultation with counsel of the Company) that it is reasonably necessary to register under the Securities Act such Hedging Transaction. Any written information regarding the Hedging Transaction provided to the Company by a Hedging Counterparty for inclusion in any registration statement, prospectus or free writing prospectus filed pursuant to this Section 4.5 shall, for purposes of Section 4.9, be deemed to be written information provided by a Selling Shareholder for purposes of Section 4.9; provided further that the term “Hedging Transaction” shall exclude any transactions in violation of Section 16 of the Exchange Act. (b) If in connection with a conversion under the Debenture Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may reasonably be considered) an exercise of the Warrants. The Lender agrees that it underwriter or selling stockholder, then such Hedging Counterparty shall not transfer any Securities unless the transferee thereof explicitly agrees in writing be required to be bound by the terms hereof, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) provide customary indemnities to the Company has affirmatively demonstrated by regarding the use plan of specific clear distribution and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lenderrelated matters.

Hedging Transactions. (a) The Lender agrees provisions of this Agreement relating to the registration, offer, and sale of Registrable Securities shall apply also to (i) any transaction which Transfers some or all of the economic risk of ownership of Registrable Securities, including any forward contract, equity swap, put or call, put- or call-equivalent position, collar, margin loan, sale of exchangeable security, or similar transaction (including the registration, offer, and sale under the Securities Act of Registrable Securities pledged to the counterparty to such transaction or of securities of the same class as the underlying Registrable Securities by the counterparty to such transaction in connection therewith), and that as long as the counterparty to such transaction shall be selected in the sole discretion of the applicable Holder(s) and (ii) any derivative transactions in which a broker-dealer, other financial institution, or unaffiliated Person (each, a “Hedging Counterparty”) may sell Registrable Securities covered by any prospectus and the applicable prospectus supplement including (subject to Section 2.5(b) below) short sale transactions using Registrable Securities pledged by a Holder or borrowed from the Holder or others and Registrable Securities loaned, pledged, or hypothecated to any such party (each, a “Hedging Transaction”); provided that the Holder’s legal counsel has determined in its reasonable judgment (after good faith consultation with counsel of the Company) that it is reasonably necessary to register under the Securities Act such Hedging Transaction. Any written information regarding the Hedging Transaction provided to the Company by a Hedging Counterparty for inclusion in any registration statement, prospectus, or free writing prospectus filed pursuant to Sections 2.1 and 2.2 shall, for purposes of Section 5.1(b), be deemed to be written information provided by a Selling Shareholder for purposes of Section 5.1(b). (b) If in connection with a Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may reasonably be considered) an underwriter or selling shareholder, then the applicable Holder shall be required to provide, or cause such Hedging Counterparty or such Affiliate thereof to provide, customary indemnities to the Company regarding the plan of distribution and related matters. (c) Notwithstanding any other provision of this Section 2.5, in no event shall Stonepeak or any of its Affiliates holds “loan” any Registrable Securities it shall notto “short sellers” of the Company’s securities or, and without the Lender shall cause it Affiliates not toprior written consent of the Company, hold Transfer any short sale position or any hedging position with respect Registrable Securities to any Company Securities in excess Excluded Transferee. (d) For avoidance of $25,000; provided that, notwithstanding the foregoingdoubt, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into pursuant to clarifications provided in this clause (i) even if the bid price for the Common Stock declines to less than $0.25) and (ii) in connection with a conversion under the Debenture or an exercise of the Warrants. The Lender agrees that it shall not transfer any Securities unless the transferee thereof explicitly agrees in writing to be bound by the terms hereof, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction Section 2.5 to the effect that Hedging Transactions are among the Lender has violated applicable federal securities laws with respect to its trading types of transactions covered by the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all provisions of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition this Agreement relating to the Company's fulfillment registration, offer, and sale of its obligations under Registrable Securities shall in no manner be read to imply that any other particular types of transactions, by virtue of not having a similar clarifying provision in this Agreement, are not among the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence types of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken transactions covered by the Lenderprovisions of this Agreement relating to the registration, offer, and sale of Registrable Securities.

Hedging Transactions. (a) The Lender agrees that as long as it or any provisions of its Affiliates holds any this Agreement relating to the registration, offer and sale of Registrable Securities it shall not, and the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position with respect apply also to any Company Securities in excess of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior any transaction which Transfers some or all of the economic risk of ownership of Registrable Securities, including any forward contract, equity swap, put or call, put or call equivalent position, collar, margin loan, sale of exchangeable security or similar transaction (including the registration, offer and sale under the Securities Act of Registrable Securities pledged to the Effective Datecounterparty to such transaction or of securities of the same class as the underlying Registrable Securities by the counterparty to such transaction in connection therewith), at any time during any period that and that the bid price for the Common Stock as reported by the Reporting Service is equal counterparty to or greater than $0.25 (and the Lender or such Affiliate transaction shall be entitled to hold such short position or hedging position entered into pursuant to this clause (i) even if selected in the bid price for sole discretion of the Common Stock declines to less than $0.25) Demand Shareholders and (ii) any derivative transactions in which a broker-dealer, other financial institution or unaffiliated Person (each, a “Hedging Counterparty”) may sell Registrable Securities covered by any prospectus and the applicable prospectus supplement including short sale transactions using Registrable Securities pledged by a Demand Shareholder or borrowed from the Demand Shareholder or others and Registrable Securities loaned, pledged or hypothecated to any such party (each, a “Hedging Transaction”); provided that the Demand Shareholder’s legal counsel has determined in its reasonable judgment (after good-faith consultation with counsel of Public Company) that it is reasonably necessary to register under the Securities Act such Hedging Transaction. Any written information regarding the Hedging Transaction provided to Public Company by a Hedging Counterparty for inclusion in any registration statement, prospectus or free writing prospectus filed pursuant to this Section 6.5 shall, for purposes of Section 6.10(b), be deemed to be written information provided by a Selling Shareholder for purposes of Section 6.10(b). (b) If in connection with a conversion under the Debenture Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may reasonably be considered) an exercise of the Warrants. The Lender agrees that it shall not transfer any Securities unless the transferee thereof explicitly agrees in writing to be bound by the terms hereofunderwriter or selling stockholder, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender then such Hedging Counterparty shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure required to provide any trading or other records, it being specifically agreed that customary indemnities to Public Company regarding the Company, directly or indirectly, will request the Lender or any plan of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lenderdistribution and related matters.

Hedging Transactions. (a) The Lender Company agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of Counsel to the Holders, it is necessary or desirable to have a Registration Statement under the Securities Act cover such Hedging Transaction or sales or transfers (whether short or long) of Registrable Securities in connection therewith, then the Company shall use its commercially reasonable efforts to take such actions (which may include the filing of a Prospectus supplement to include additional or changed information that is material or is otherwise required to be disclosed, including a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as long as it underwriters or potential underwriters, if applicable, or any change to the plan of its Affiliates holds any Securities it distribution, but shall not, and not include the Lender shall cause it Affiliates not to, hold any short sale position filing of a post-effective amendment to a Registration Statement) as may reasonably be required to have such Hedging Transaction or any hedging position with respect to any Company sales or transfers of Registrable Securities in excess connection therewith covered by a Registration Statement under the Securities Act in a manner consistent with the rights and obligations of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates Company hereunder. (b) All Registration Statements in which Holders may enter into any such short position or hedging position (i) prior include Registrable Securities under this Agreement shall be subject to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported provisions of this Section 12. The Hedging Counterparty shall be selected by the Reporting Service Holders of a majority of the Registrable Securities subject to the Hedging Transaction that is equal proposed to or greater than $0.25 be effected. (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into pursuant to this clause (ic) even if the bid price for the Common Stock declines to less than $0.25) and (ii) If in connection with a conversion Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Company regarding the plan of distribution and like matters. (d) The Company further agrees to include, under the Debenture caption “Plan of Distribution” (or an exercise the equivalent caption), in each Registration Statement, and any related Prospectus (to the extent such inclusion is permitted under applicable Commission regulations and is consistent with comments received from the Commission during any Commission review of the Warrants. The Lender agrees that it shall not transfer any Securities unless Registration Statement), language substantially in the transferee thereof explicitly agrees form of Schedule I hereto and to include in writing to be bound by the terms hereof, except each Prospectus supplement filed in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated any proposed Hedging Transaction language mutually agreed upon by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate relevant Holders and the Hedging Counterparty describing such absence of such violations Hedging Transaction. (includinge) In connection with a Hedging Transaction, but not limited to, its failure to provide any trading or other records, it being specifically agreed that each Hedging Counterparty shall be treated in the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either same manner as a defense to any breach managing underwriter for purposes of the Company's obligations under any Section 10 of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lenderthis Agreement.

Hedging Transactions. (a) The Lender Company agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of Counsel to the Holders, it is necessary or desirable to have a Registration Statement under the Securities Act cover such Hedging Transaction or sales or transfers (whether short or long) of Registrable Securities in connection therewith, then the Company shall use commercially reasonable efforts to take such actions (which may include the filing of a prospectus supplement to include additional or changed information that is material or is otherwise required to be disclosed, including a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as long as it underwriters or potential underwriters, if applicable, or any change to the plan of its Affiliates holds any Securities it distribution, but shall not, and not include the Lender shall cause it Affiliates not to, hold any short sale position filing of a post-effective amendment to a Registration Statement) as may reasonably be required to have such Hedging Transaction or any hedging position with respect to any Company sales or transfers of Registrable Securities in excess connection therewith covered by a Registration Statement under the Securities Act in a manner consistent with the rights and obligations of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates Company hereunder. (b) All Registration Statements in which Holders may enter into any such short position or hedging position (i) prior include Registrable Securities under this Agreement shall be subject to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported provisions of this Section 9. The Hedging Counterparty shall be selected by the Reporting Service Holders of a majority of the Registrable Securities subject to the Hedging Transaction that is equal proposed to or greater than $0.25 be effected. (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into pursuant to this clause (ic) even if the bid price for the Common Stock declines to less than $0.25) and (ii) If in connection with a conversion Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Company regarding the plan of distribution and like matters. (d) The Company further agrees to include, under the Debenture caption “Plan of Distribution” (or an exercise the equivalent caption), in each Registration Statement, and any related Prospectus (to the extent such inclusion is permitted under applicable Commission regulations and is consistent with comments received from the Commission during any Commission review of the Warrants. The Lender agrees that it shall not transfer any Securities unless Registration Statement), language substantially in the transferee thereof explicitly agrees form of Annex A hereto and to include in writing to be bound by the terms hereof, except each prospectus supplement filed in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated any proposed Hedging Transaction language mutually agreed upon by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate relevant Holders and the Hedging Counterparty describing such absence of such violations Hedging Transaction. (includinge) In connection with a Hedging Transaction, but not limited to, its failure to provide any trading or other records, it being specifically agreed that each Hedging Counterparty shall be treated in the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either same manner as a defense to any breach managing underwriter for purposes of the Company's obligations under any Section 7 of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lenderthis Agreement.

Hedging Transactions. (a) In any S-3 Registration, the S-3 Initiating Holders may (on behalf of themselves and the Investors) elect to engage in a Hedging Transaction. The Lender Company agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of the S-3 Initiating Holders (after good-faith consultation with counsel to the Company), it is necessary or desirable to register under the Securities Act such Hedging Transaction or sales or transfers (whether short or long) of Registrable Securities in connection therewith, then the Company shall use commercially reasonable efforts to take such actions (which may include, among other things, the filing of a prospectus supplement or post-effective amendment to a Registration Statement to include additional or changed information that is material or is otherwise required to be disclosed, including, without limitation, a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as long as it underwriters or potential underwriters, if applicable, or any change to the plan of its Affiliates holds any distribution) as may reasonably be required to register such Hedging Transaction or sales or transfers of Registrable Securities it shall not, in connection therewith under the Securities Act in a manner consistent with the rights and obligations of the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position Company hereunder with respect to any Company Securities the registration of Registrable Securities. Any information regarding the Hedging Transaction included in excess of $25,000; provided thata Registration Statement, notwithstanding the foregoing, the Lender Prospectus or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into Free Writing Prospectus pursuant to this clause Section 6(a) shall, for purposes of Section 9 hereof, be deemed to be information provided by the Investor that is party to such Hedging Transaction and is selling Registrable Securities pursuant to such Registration Statement for purposes of Section 9 hereof. (ib) even if The selection of any Hedging Counterparty shall not be subject to Section 3(f) hereof, but the bid price for Hedging Counterparty shall be selected by the Common Stock declines Investors holding a majority of the Registrable Securities subject to less than $0.25the Hedging Transaction that are proposed to be included in such Registration Statement. (c) and (ii) If in connection with a conversion under the Debenture Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an exercise of the Warrants. The Lender agrees that underwriter or selling stockholder, then it shall not transfer any Securities unless the transferee thereof explicitly agrees in writing be required to be bound by the terms hereof, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) provide customary indemnities to the Company has affirmatively demonstrated by regarding the use plan of specific clear distribution and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lenderlike matters.

Hedging Transactions. (i) The Lender Company agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of Holders’ Counsel, it is necessary or desirable to register under the Securities Act such Hedging Transaction or sales or transfers (whether short or long) of Registrable Class Securities in connection therewith, then the Company shall use its reasonable best efforts to take such actions (which may include, among other things, the filing of a post-effective amendment to a Registration Statement to include additional or changed information that is material or is otherwise required to be disclosed, including a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as long as it underwriters or potential underwriters, if applicable, or any change to the plan of its Affiliates holds any distribution) as may reasonably be required to register such Hedging Transaction or sales or transfers of Registrable Class Securities it in connection therewith under the Securities Act in a manner consistent with the rights and obligations of the Company hereunder with respect to the registration of Registrable Securities. Any information provided by the Holders regarding the Hedging Transaction that is included in a Registration Statement, Prospectus or Free Writing Prospectus pursuant to this Section 7(e) shall notbe deemed to be information provided by the Holders selling Registrable Securities pursuant to such Registration Statement for purposes of Section 7(b). (ii) All Registration Statements in which Holders may include Registrable Securities under this Agreement shall be subject to the provisions of this Section 7(e), and the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position with respect to any Company registration of Registrable Class Securities in excess of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into thereunder pursuant to this clause Section 7(e) shall be subject to the provisions of this Agreement applicable to any such Registration Statements; provided, however, that the selection of any Hedging Counterparty shall not be subject to Section 3(g), but the Hedging Counterparty shall be selected by the Holders of a majority of the Registrable Class Securities subject to the Hedging Transaction that are proposed to be included in such Registration Statement. (iiii) even if the bid price for the Common Stock declines to less than $0.25) and (ii) If in connection with a conversion Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Company regarding the plan of distribution and like matters. (iv) The Company further agrees to include, under the Debenture caption “Plan of Distribution” (or an exercise the equivalent caption), in each Registration Statement, and any related Prospectus (to the extent such inclusion is permitted under applicable Commission regulations and is consistent with comments received from the Commission during any Commission review of the Warrants. The Lender agrees that it shall not transfer any Securities unless Registration Statement), language substantially in the transferee thereof explicitly agrees form of Schedule 2 hereto and to include in writing to be bound by the terms hereof, except each Prospectus supplement filed in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated any proposed Hedging Transaction language mutually agreed upon by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate relevant Holders and the Hedging Counterparty describing such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the LenderHedging Transaction.

Hedging Transactions. (i) The Lender Company agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of Holders' Counsel, it is necessary or desirable to register under the Securities Act such Hedging Transactions or sales or transfers (whether short or long) of Registrable Class Securities in connection therewith, then the Company shall use its reasonable best efforts to take such actions (which may include, among other things, the filing of a post-effective amendment to a Registration Statement to include additional or changed information that is material or is otherwise required to be disclosed, including, without limitation, a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as long as it underwriters or potential underwriters, if applicable, or any change to the plan of its Affiliates holds any distribution) as may reasonably be required to register such Hedging Transactions or sales or transfers of Registrable Class Securities it in connection therewith under the Securities Act in a manner consistent with the rights and obligations of the Company hereunder with respect to the registration of Registrable Securities. Any information regarding the Hedging Transaction included in a Registration Statement or prospectus pursuant to this Section 7(e) shall notbe deemed to be information provided by the Holders selling Registrable Securities pursuant to such Registration Statement for purposes of Section 7(b). (ii) All Registration Statements in which Holders may include Registrable Securities under this Agreement shall be subject to the provisions of this Section 7(e), and the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position with respect to any Company registration of Registrable Class Securities in excess of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into thereunder pursuant to this clause Section 7(e) shall be subject to the provisions of this Agreement applicable to any such Registration Statements; provided, however, that the selection of any Hedging Counterparty shall not be subject to Section 3(f) hereof, but the Hedging Counterparty shall be selected by the Holders of a majority of the Registrable Class Securities subject to the Hedging Transaction that are proposed to be included in such Registration Statement. (iiii) even if the bid price for the Common Stock declines to less than $0.25) and (ii) If in connection with a conversion Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Company regarding the Plan of Distribution and like matters. (iv) The Company further agrees to include, under the Debenture caption "Plan of Distribution" (or an exercise the equivalent caption), in each Registration Statement, and any related prospectus (to the extent such inclusion is permitted under applicable Commission regulations and is consistent with comments received from the Commission during any Commission review of the Warrants. The Lender agrees that it shall not transfer any Securities unless Registration Statement), language substantially in the transferee thereof explicitly agrees form of Annex A hereto and to include in writing to be bound by the terms hereof, except each prospectus supplement filed in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated any proposed Hedging Transaction language mutually agreed upon by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate relevant Holders and the Hedging Counterparty describing such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the LenderHedging Transaction.

Hedging Transactions. The Lender (a) In connection with any Shelf Registration or Demand Registration, the Company agrees that as long as if, in the reasonable judgment of counsel to the Stockholder, it is necessary or desirable to register under the Securities Act any proposed Hedging Transaction or any sales or transfers of Registrable Securities in connection therewith, then the Company shall use its reasonable best efforts to take such actions (which may include, among other things, the filing of a post-effective amendment to the Shelf Registration Statement or any registration statement filed in connection with any Demand Registration to include additional or changed information that is material or is otherwise required to be disclosed, including, without limitation, a description of such Hedging Transaction, the name of the counterparty to the Hedging Transaction, identification of the counterparty to the Hedging Transaction or its Affiliates holds any Securities it shall notas underwriters or potential underwriters, and the Lender shall cause it Affiliates not toif applicable, hold any short sale position or any hedging position change to the “Plan of Distribution” in such registration statement) as may reasonably be required to register such Hedging Transactions or sales or transfer of Registrable Securities in connection therewith under the Securities Act in a manner consistent with the rights and obligations of the Company hereunder with respect to any Company Securities in excess the registration of $25,000Registrable Securities; provided thatprovided, notwithstanding the foregoinghowever, the Lender or such Affiliates may enter into that section 4.1(c) shall not be applicable to any such short position or hedging position (i) prior post-effective amendment to the Effective Date, at Shelf Registration Statement and any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate Demand Registration shall be entitled deemed effected under section 4.2(c)(iii) whether or not the post-effective amendment is declared effective. (b) The Company further agrees to hold such short position include, under the caption “Plan of Distribution” (or hedging position entered into pursuant to this clause (i) even if the bid price for equivalent), in the Common Stock declines to less than $0.25) and (ii) Shelf Registration Statement or any registration statement filed in connection with a conversion any Demand Registration, and any related prospectus (to the extent such inclusion is permitted under the Debenture or an exercise applicable SEC regulations and is consistent with comments received from the SEC during any SEC review of such registration statement), language substantially in the Warrants. The Lender agrees that it shall not transfer any Securities unless the transferee thereof explicitly agrees form of Exhibit B attached hereto and to include in writing to be bound by the terms hereof, except each prospectus supplement filed in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated any proposed Hedging Transaction language mutually agreed upon by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure Stockholder and the counterparty to demonstrate the Hedging Transaction describing such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the LenderHedging Transaction.

Hedging Transactions. (a) The Lender agrees that as long as it or any provisions of its Affiliates holds any Securities it shall notthis Agreement relating to the registration, offer, and the Lender sale of Registrable Securities shall cause it Affiliates not to, hold any short sale position or any hedging position with respect apply also to any Company sales of Registrable Securities in excess of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position connection with (i) prior any transaction which Transfers some or all of the economic risk of ownership of Registrable Securities, including any forward contract, equity swap, put or call, put- or call-equivalent position, collar, margin loan, sale of exchangeable security, or similar transaction (including the registration, offer, and sale under the Securities Act of Registrable Securities pledged to the Effective Datecounterparty to such transaction or of securities of the same class as the underlying Registrable Securities by the counterparty to such transaction in connection therewith), at any time during any period that and that the bid price for the Common Stock as reported by the Reporting Service is equal counterparty to or greater than $0.25 (and the Lender or such Affiliate transaction shall be entitled to hold such short position or hedging position entered into pursuant to this clause (i) even if selected in the bid price for sole discretion of the Common Stock declines to less than $0.25applicable Holder(s) and (ii) any derivative transactions in which a broker-dealer, other financial institution, or unaffiliated Person (each, a “Hedging Counterparty”) may sell Registrable Securities covered by any prospectus and the applicable prospectus supplement including (subject to Section 2.7(b) below) short sale transactions using Registrable Securities pledged by a Holder or borrowed from the Holder or others and Registrable Securities loaned, pledged, or hypothecated to any such party (each, a “Hedging Transaction”); provided that the Holder’s legal counsel has determined in its reasonable judgment (after good faith consultation with counsel of the Company) that it is reasonably necessary to register under the Securities Act such sales of Registrable Securities in connection with a conversion under Hedging Transaction. Any written information regarding the Debenture Hedging Transaction provided to the Company by a Hedging Counterparty for inclusion in any registration statement, prospectus, or an exercise Free Writing Prospectus filed pursuant to Sections 2.1 and 2.2 shall, for purposes of the Warrants. The Lender agrees that it shall not transfer any Securities unless the transferee thereof explicitly agrees in writing Section 5.1(b), be deemed to be bound written information provided by a Selling Shareholder for purposes of Section 5.1(b). (b) For avoidance of doubt, the terms hereof, except clarifications provided in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction this Section 2.7 to the effect that Hedging Transactions are among the Lender has violated applicable federal securities laws with respect to its trading types of transactions covered by the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all provisions of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition this Agreement relating to the Company's fulfillment registration, offer, and sale of its obligations under Registrable Securities shall in no manner be read to imply that any other particular types of transactions, by virtue of not having a similar clarifying provision in this Agreement, are not among the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence types of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken transactions covered by the Lenderprovisions of this Agreement relating to the registration, offer, and sale of Registrable Securities.

Hedging Transactions. The Lender agrees Parties agree that as long as it or any the provisions of its Affiliates holds any this Agreement relating to the registration, offer and sale of Registrable Securities it shall not, and the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position with respect apply also to any Company Securities in excess of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior any transaction which transfers some or all of the economic risk of ownership of Registrable Securities, including any forward contract, equity swap, put or call, put or call equivalent position, collar, margin loan, sale of exchangeable security or similar transaction (including the registration, offer and sale under the Securities Act of Registrable Securities pledged to the Effective Datecounterparty to such transaction or of securities of the same class as the underlying Registrable Securities by the counterparty to such transaction in connection therewith), at any time during any period that and that the bid price for the Common Stock as reported by the Reporting Service is equal counterparty to or greater than $0.25 (and the Lender or such Affiliate transaction shall be entitled to hold such short position or hedging position entered into pursuant to selected in the sole discretion of the Holders; provided, however, that this clause (i) even if shall not entitle a Holder to register any securities of the bid price for the Common Stock declines to less Issuer other than $0.25) Registrable Securities, and (ii) any derivative transactions in which a broker-dealer, other financial institution or unaffiliated Person may sell Registrable Securities covered by any Prospectus and the applicable prospectus supplement including short sale transactions using Registrable Securities pledged by a Holder or borrowed from the Holder or others and Registrable Securities loaned, pledged or hypothecated to any such Party. At the Holder’s request, the Prospectus shall permit, in connection with derivative transactions, a conversion under the Debenture broker-dealer, other financial institution or an exercise third party to sell shares of the WarrantsRegistrable Securities covered by such Prospectus and the applicable prospectus supplement, including in short sale transactions. The Lender agrees To the extent that it shall not transfer any Securities unless the transferee thereof explicitly agrees in writing a transaction requested by a Holder to be bound included in a Registration Statement pursuant to this ‎Section 5.1 is not otherwise included as part of a request by a Holder to register its Registrable Securities and requires the terms hereofIssuer to prepare a Registration Statement or Prospectus Supplement to separately effect such registration or offering, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated such transaction shall count as a separate registration or offering by the use of specific clear and convincing evidence that the Lender has traded in securities such Holder for purposes of the Company limitations set forth in violation of applicable federal securities laws ‎Section 3.4 and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities‎Section 3.7, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreementsas applicable; provided, furtherhowever, that the Company preparation of a Prospectus supplement by a Holder or its counsel to be filed by the Issuer in accordance with Section 4.2(b) shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations count as a condition to the Company's fulfillment of its obligations under any separate registration or offering by such Holder for purposes of the Transaction Agreements limitations set forth in ‎Section 3.4 and shall not assert‎Section 3.7, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lenderapplicable.

Hedging Transactions. (a) The Lender agrees that as long as it or any provisions of its Affiliates holds any Securities it shall notthis Agreement relating to the registration, offer, and the Lender sale of Registrable Securities shall cause it Affiliates not to, hold any short sale position or any hedging position with respect apply also to any Company Securities in excess of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior any transaction which Transfers some or all of the economic risk of ownership of Registrable Securities, including any forward contract, equity swap, put or call, put- or call-equivalent position, collar, margin loan, sale of exchangeable security, or similar transaction (including the registration, offer, and sale under the Securities Act of Registrable Securities pledged to the Effective Datecounterparty to such transaction or of securities of the same class as the underlying Registrable Securities by the counterparty to such transaction in connection therewith), at any time during any period that and that the bid price for the Common Stock as reported by the Reporting Service is equal counterparty to or greater than $0.25 (and the Lender or such Affiliate transaction shall be entitled to hold such short position or hedging position entered into pursuant to this clause (i) even if selected in the bid price for sole discretion of the Common Stock declines to less than $0.25) Demand Shareholders and (ii) any derivative transactions in which a broker-dealer, other financial institution, or unaffiliated Person (each, a “Hedging Counterparty”) may sell Registrable Securities covered by any prospectus and the applicable prospectus supplement including short sale transactions using Registrable Securities pledged by a Demand Shareholder or borrowed from the Demand Shareholder or others and Registrable Securities loaned, pledged, or hypothecated to any such party (each, a “Hedging Transaction”); provided that the Demand Shareholder’s legal counsel has determined in its reasonable judgment (after good faith consultation with counsel of the Company) that it is reasonably necessary to register under the Securities Act such Hedging Transaction. Any written information regarding the Hedging Transaction provided to the Company by a Hedging Counterparty for inclusion in any registration statement, prospectus, or free writing prospectus filed pursuant to this Section 6.5 shall, for purposes of Section 6.10(b), be deemed to be written information provided by a Selling Shareholder for purposes of Section 6.10(b). (b) If in connection with a conversion under the Debenture Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may reasonably be considered) an exercise of the Warrants. The Lender agrees that it underwriter or selling shareholder, then such Hedging Counterparty shall not transfer any Securities unless the transferee thereof explicitly agrees in writing be required to be bound by the terms hereof, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) provide customary indemnities to the Company has affirmatively demonstrated by regarding the use plan of specific clear distribution and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lenderrelated matters.

Hedging Transactions. (i) The Lender Company agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of Holders’ Counsel, it is necessary or desirable to register under the Securities Act such Hedging Transaction or sales or transfers (whether short or long) of Registrable Class Securities in connection therewith, then the Company shall use its reasonable best efforts to take such actions (which may include, among other things, the filing of a post-effective amendment to a Registration Statement to include additional or changed information that is material or is otherwise required to be disclosed, including a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as long as it underwriters or potential underwriters, if applicable, or any change to the plan of its Affiliates holds any distribution) as may reasonably be required to register such Hedging Transaction or sales or transfers of Registrable Class Securities it in connection therewith under the Securities Act in a manner consistent with the rights and obligations of the Company hereunder with respect to the registration of Registrable Securities. Any information provided by the Holders regarding the Hedging Transaction that is included in a Registration Statement, Prospectus or Free Writing Prospectus pursuant to this Section 7(e) shall notbe deemed to be information provided by the Holders selling Registrable Securities pursuant to such Registration Statement for purposes of Section 7(b). (ii) All Registration Statements in which Holders may include Registrable Securities under this Agreement shall be subject to the provisions of this Section 7(e), and the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position with respect to any Company registration of Registrable Class Securities in excess of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into thereunder pursuant to this clause Section 7(e) shall be subject to the provisions of this Agreement applicable to any such Registration Statements; provided, however, that the selection of any Hedging Counterparty shall not be subject to Section 3(g), but the Hedging Counterparty shall be selected by the Holders of a majority of the Registrable Class Securities subject to the Hedging Transaction that are proposed to be included in such Registration Statement. (iiii) even if the bid price for the Common Stock declines to less than $0.25) and (ii) If in connection with a conversion Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Company regarding the plan of distribution and like matters. (iv) The Company further agrees to include, under the Debenture caption “Plan of Distribution” (or an exercise the equivalent caption), in each Registration Statement, and any related Prospectus (to the extent such inclusion is permitted under applicable Commission regulations and is consistent with comments received from the Commission during any Commission review of the Warrants. The Lender agrees that it shall not transfer any Securities unless Registration Statement), language substantially in the transferee thereof explicitly agrees form of Schedule 1 hereto and to include in writing to be bound by the terms hereof, except each Prospectus supplement filed in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated any proposed Hedging Transaction language mutually agreed upon by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with relevant Holders and the Hedging Counterparty describing such laws and Hedging Transaction. (v) Notwithstanding any provision of this Agreement, the Company shall remain obligated to fulfill all of its obligations under each of the not enter into any Hedging Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any if such violations as a condition to the Company's fulfillment of its obligations under any of the Hedging Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lenderviolates applicable law.

Hedging Transactions. The Lender agrees that as long as it (a) If the Authority shall enter into a Qualified Swap Agreement with a Swap Provider requiring the Authority to pay a fixed interest rate on a notional amount, or any of its Affiliates holds any Securities it shall notrequiring the Authority to pay a variable interest rate on a notional amount, and the Lender Authority has made a determination that such Qualified Swap Agreement was entered into for the purpose of providing substitute interest payments for Bonds of a particular maturity or maturities in a principal amount equal to the notional amount of the Qualified Swap Agreement and so long as the Swap Provider under such Qualified Swap Agreement is not in default under such Qualified Swap Agreement: (i) for purposes of any calculation of Aggregate Debt Service, the interest rate on the Bonds of such maturity or maturities shall cause it Affiliates be determined as if such Bonds bore interest at the fixed interest rate or the variable interest rate, as the case may be, payable by the Authority under such Qualified Swap Agreement; (ii) any net payments (excluding, however, termination fees, expenses and other amounts payable pursuant to a Qualified Swap Agreement not tospecifically made on the basis of interest rates) required to be made by the Authority to the Swap Provider pursuant to such Qualified Swap Agreement from Revenues shall be made on a parity with payments due on other Bonds or Subordinate Bonds, hold as applicable, solely from amounts on deposit to the credit of the Debt Service Fund, the Rolling Coverage Fund, the Supplemental Reserve Fund, the Debt Service Reserve Fund, the Subordinate Debt Service Fund, or a Subordinate Reserve Fund, if any, as applicable, in the order described in Section 6.03; (iii) any short sale position net payments received by the Authority from the Swap Provider pursuant to such Qualified Swap Agreement shall be applied and may or may not be treated as Revenues as directed by the Authority; and (iv) termination fees, expenses and other amounts payable pursuant to a Qualified Swap Agreement not specifically made on the basis of interest rates shall be paid from amounts on deposit in the CFC Stabilization Fund, and shall not be on a parity with the Bonds. (b) If the Authority shall enter into a swap agreement of the type generally described in subsection (a) of this Section 3.06 that does not satisfy the requirements for qualification as a Qualified Swap Agreement as a result of its failure to make the determination described therein or otherwise, then: (i) the interest rate adjustment or assumptions referred to in paragraph (i) of said subsection (a) shall not be made; (ii) any hedging position net payments required to be made by the Authority to the Swap Provider pursuant to such swap agreement from Revenues shall be made only from amounts available within the CFC Stabilization Fund after the payment of all other Bonds; and (iii) any net payments received by the Authority from the Swap Provider pursuant to such swap agreement may be treated as Revenues at the option of the Authority and applied as directed by the Authority. (c) The Trustee shall have no responsibility for the Authority's obligations under this Section 3.07 or with respect to any Company Securities swap agreement entered into by the Authority pursuant to paragraphs (a) or (b) above, other than to receive payments from and make payments to a Swap Provider in excess accordance with the written instructions of $25,000; provided that, notwithstanding the foregoing, Authority. The Authority will notify the Lender or such Affiliates may enter Trustee upon entering into any such short position or hedging position (i) prior Swap under this Section, and shall provide written instructions to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into pursuant to this clause (i) even if the bid price for the Common Stock declines to less than $0.25) and (ii) in connection with a conversion under the Debenture or an exercise of the Warrants. The Lender agrees that it shall not transfer any Securities unless the transferee thereof explicitly agrees in writing to be bound by the terms hereof, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws Trustee with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lenderadministration.

Hedging Transactions. (a) In any Shelf Registration, the demanding Holder may elect to engage in a Hedging Transaction. The Lender Company agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of counsel to the demanding Holder, it is necessary or desirable to register TABLE OF CONTENTS​​ under the Securities Act such Hedging Transaction or sales or transfers (whether short or long) of Registrable Securities in connection therewith, then the Company shall use commercially reasonable efforts to take such actions (which may include, among other things, the filing of a prospectus supplement or post-effective amendment to a Registration Statement to include additional or changed information that is material or is otherwise required to be disclosed, including, without limitation, a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as long as it underwriters or potential underwriters, if applicable, or any change to the plan of its Affiliates holds any distribution) as may reasonably be required to register such Hedging Transaction or sales or transfers of Registrable Securities it shall not, in connection therewith under the Securities Act in a manner consistent with the rights and obligations of the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position Company hereunder with respect to any Company Securities the registration of Registrable Securities. Any information regarding the Hedging Transaction included in excess of $25,000; provided thata Registration Statement, notwithstanding the foregoing, the Lender Prospectus or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into Free Writing Prospectus pursuant to this clause Section 5(a) shall, for purposes of Section 6 hereof, be deemed to be information provided by the Standard General Party that is party to such Hedging Transaction and is selling Registrable Securities pursuant to such Registration Statement for purposes of Section 6 hereof. (ib) even if the bid price for the Common Stock declines to less than $0.25) and (ii) If in connection with a conversion under Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Debenture or an exercise Company regarding the plan of the Warrantsdistribution and like matters. The Lender agrees that it Prospectus shall not transfer any Securities unless the transferee thereof explicitly agrees in writing to be bound by the terms hereofpermit, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated by the use of specific clear and convincing evidence that the Lender has traded in securities a Hedging Transaction, a Hedging Counterparty or any Affiliate thereof to sell shares of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with Registrable Securities covered by such laws Prospectus and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; providedapplicable prospectus supplement, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lenderincluding short sales.