Common use of Mandatory Registration Clause in Contracts

Mandatory Registration. The Company shall within Ten (10) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten (10) Business Days from prepare and, as soon as practicable, but in no event later than the date hereof Filing Deadline, file with the SEC an initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Registration StatementInvestor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register only with the Commission for resale all of the Registrable Securities Securities. The Investor and no other securities of the Company. Except as provided herein, the Buyer and its counsel Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SECCommission. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableCommission prior to the Effectiveness Deadline. Subject to Permitted Delays Allowable Grace Periods (as defined herein below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten (10) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten ten (10) Business Trading Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 144(k) promulgated under the 1933 Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten (10) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten two (102) Business Days from the date hereof file with the SEC a prospectus supplement to the Registration Statement. The Shelf Registration Statement shall register only specifically relating to the Registrable Securities and no other securities of (the Company“Prospectus Supplement”). Except as provided herein, the The Buyer and its counsel shall have had a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus Prospectus Supplement prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Shelf Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or ), (ii) the date on which (A) the Buyer Company shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement, or (iii) the date on which the Purchase Agreement is terminated (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The In the event that all of the Registrable Securities have not been included in a Registration Statement declared effective by the Commission, prior to the Filing Date, with the further condition that the Company has used its best efforts to maintain such effectiveness, then, in the absence of the foregoing, the Company shall within Ten (10) Business Days from the date hereof prepare and file with the SEC Commission, no later than the Filing Date, a Registration StatementStatement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form SB-1, Form SB-2 or Form S-3 (except if the Company is not then eligible to register only for resale the Registrable Securities on Form SB-1, Form SB-2 or Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain the Plan of Distribution, attached hereto as ANNEX A (which may be modified to respond to comments, if any, received by the Commission). The Company shall cause the Registration Statement to become effective and no other securities of the Company. Except remain effective as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have cause the Registration Statement or any amendment to be declared effective by under the SEC Securities Act as soon promptly as reasonably practicable. Subject to Permitted Delays (as defined below) possible after the filing thereof and Section 3(e), the Company shall use reasonable its best efforts to keep the Registration Statement continuously effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell when all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company covered by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments a) have been sold pursuant to the Registration Statement or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make an exemption from the statements therein, in light registration requirements of the circumstances under which they were made, not misleadingSecurities Act or (b) may be sold pursuant to Rule 144(k) (the "EFFECTIVENESS PERIOD").

Mandatory Registration. The Company shall shall, within Ten thirty (1030) Business Days days from the date hereof hereof, file with the SEC the Registration StatementStatement on Form S-1. The Registration Statement shall register only the resale of the Registrable Securities and no other securities of the Company. Except as provided hereinThe Registration Statement, upon filing with the Buyer SEC and at the time it is declared effective by the SEC, shall satisfy all of the requirements of the Securities Act to register the resale of the Registrable Securities by the Investor in accordance with this Agreement under Rule 415 promulgated under the Securities Act at then-prevailing market prices, and not fixed prices. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date after the filing thereof. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable its best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten twenty (1020) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to the last sentence of Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten ten (10) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 144(k) promulgated under the 1933 Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”"REGISTRATION PERIOD"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten ten (10) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten five (105) Business Days from the date hereof it files its Form 10-K for the year ended June 30, 2010, file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest practicable date. Subject to Permitted Delays (as defined below) and Section 3(e)this Agreement, the Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to the last sentence of Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten (10) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten one (101) Business Days Day from the date hereof the Commitment Shares are issued to the Buyer file with the SEC a prospectus supplement to the Registration Statement. The Registration Statement , which prospectus supplement shall register only specifically relate to the Registrable Securities and no other securities of (the Company“Prospectus Supplement”). Except as provided herein, the The Buyer and its counsel shall have had a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus Prospectus Supplement prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or ), (ii) the date on which (A) the Buyer Company shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement, or (iii) the date on which the Purchase Agreement is terminated (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten Twenty (1020) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall use reasonable commercial efforts to file with the SEC the Registration Statement within Ten (10) Business Days from the date hereof file with the SEC the Registration Statementhereof. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best commercial efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best commercial efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten two (102) Business Days from the date hereof Commencement Date file with the SEC a prospectus supplement to the Registration Statement. The Shelf Registration Statement shall register only specifically relating to the Registrable Securities and no other securities of (the Company“Prospectus Supplement”). Except as provided herein, the The Buyer and its counsel shall have had a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus Prospectus Supplement prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Shelf Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as Company no longer qualifies to make sales under the Shelf Registration Statement (which shall be understood to include the inability of which the Company to immediately register sales of Registrable Securities to the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act Shelf Registration Statement or any New Registration Statement (or successor thereto) or as defined below)), (ii) the date on which the Buyer Company shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement, or (iii) the date on which the Purchase Agreement is terminated (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten (10) Business Days from prepare and, as soon as practicable, but in no event later than the date hereof Filing Deadline, file with the SEC an initial Registration Statement on Form S-1 covering the Registration Statement. The resale of all of the Registrable Securities, provided that such initial Registration Statement shall register only for resale at least the Registrable Securities and no other securities number of shares of Common Stock equal to the Required Registration Amount as of the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon date such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing is initially filed with the SEC. Such initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Agreement. The Buyer Investors shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the such initial Registration Statement, and each other Registration Statement or any amendment required to be filed pursuant to the terms of this Agreement, declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), but in no event later than the Company shall use reasonable best efforts to keep the applicable Effectiveness Deadline for such Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”)Statement. Except as contemplated in Section 3(e3(f), and except with respect to the information furnished in writing to the Company by the Buyer Investors expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The In accordance with the procedures set forth in Section 4, the Company shall agrees to file with the Commission, as promptly as practicable following the special meeting of stockholders to be held to approve the issuance of certain shares to be sold in the Offering and, in any event, within Ten ten (10) Business Days from following the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities filing of the Company. Except as provided herein’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (the Buyer and its counsel shall have “Filing Date”), a reasonable opportunity resale registration statement on Form X-0, Xxxx X-0 or such other form under the Securities Act then available to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company providing for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective resale pursuant to Rule 415 promulgated under from time to time by the 1933 Act Holders of any and available for sales all Registrable Shares consisting of Shares and all Additional Shares in respect thereof, if any, issued prior to the effectiveness of such registration statement (including the Prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Mandatory Registration Statement”); provided, however, that in no event shall the Company be obligated to make the initial filing of the Registrable Securities at all times Mandatory Registration Statement until such time as the Company is able to comply with the financial statement requirements under Regulation S-X of the Commission’s rules and regulations. The Company agrees to use its commercially reasonable efforts to cause the Commission to declare any Mandatory Registration Statement effective by the earlier of (i) three Business Days after the date as of which Commission has advised the Buyer may sell all of Company that such Mandatory Registration Statement has not been selected for review by the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or Commission; (ii) three Business Days after the date on which Commission has advised the Buyer Company that it has no further comments to the Mandatory Registration Statement; or (iii) 90 days after the Filing Date; provided, however, that the Company shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “obligation to cause a Mandatory Registration Period”). Except as contemplated in Section 3(e), and except Statement to be declared effective with respect to the Registrable Securities of a Holder, except insofar as such Holder has provided the information furnished set forth in writing to the Company by the Buyer expressly for use Section 2(a)(ii) below in connection accordance with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained timing requirements set forth therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The (a) At any time from and after two hundred seventy (270) days after the Closing Date (as defined in the Contribution Agreement) and for so long as the Shareholder or his permitted assignee(s) hereunder own beneficially or of record any Registrable Securities or Warrants which have not expired by their terms, the Company shall within Ten shall, upon the written request (10hereinafter a “notice”) Business Days from of a holder or holders of a majority of the date hereof then outstanding Registrable Securities, and subject to the covenants, terms and conditions of Section 2(b) below, prepare and file with the SEC the Registration Statement. The a Registration Statement shall register only on Form S-3 under the Securities Act, pursuant to Rule 415 under the Securities Act, covering the resale from time to time, of all of the shares of Registrable Securities such holder or holders shall request and no other securities of the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicablepracticable thereafter; provided, that the Company may, by notice to the requesting holder or holders, as the case may be, delay such requested registrations for the Maximum Delay Period if and for so long as the Delay Conditions exist. Subject The Registration Statement shall contain the “Plan of Distribution” in substantially the form attached hereto as Exhibit B. The Company shall not be obligated pursuant to Permitted Delays this Section 2 to effectuate more than one (as defined below1) and Section 3(e)registration in any twelve (12) month period for the benefit of the holders of Registrable Securities. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall use reasonable best efforts to keep register the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all resale of the Registrable Securities at all times until the earlier on another such other available form of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect Statement reasonably acceptable to the information furnished in writing requesting holder or holders. Notwithstanding anything to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contrary contained therein (as to which the Company makes herein, no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to request may be stated therein, or necessary to make the statements therein, in light of the circumstances made under which they were made, not misleading.this Section 2:

Mandatory Registration. The No later than November 8, 2020 (such date, the “Mandatory Shelf Filing Date”), the Company shall within Ten (10) Business Days from the date hereof prepare and use its commercially reasonable efforts to file a registration statement with the SEC Commission on Form S-3 under the Registration Statement. The Registration Statement shall register only Securities Act providing for registration and resale, on a continuous or delayed basis and from time to time pursuant to Rule 415 under the Securities Act, of all of the Registrable Securities then outstanding; provided, however, that if the Company is not eligible to file and no use a Form S-3 to register resales by the Holders by the Mandatory Shelf Filing Date, it shall prepare and use its commercially reasonable efforts to file such form of registration statement as is then available to permit resales by the Holders on a continuous or delayed basis (including a Form S‑1); provided, further, that if the Company has filed the registration statement on a form other securities of the Company. Except as provided hereinthan Form S-3 and subsequently becomes eligible to use Form S-3 or any equivalent or successor form or forms, the Buyer and Company may elect, in its counsel shall have sole discretion, to (i) file a reasonable opportunity post-effective amendment to review and comment upon the registration statement converting such Registration Statement registration statement to a registration statement on Form S-3 or any amendment to equivalent or successor form or forms or (ii) withdraw such registration statement and file a registration statement on Form S-3 or any equivalent or successor form or forms, (the registration statement on such form, as amended or supplemented, the “Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion thereinStatement”). The Company shall use its commercially reasonable best efforts to have cause the Registration Statement or any amendment to be declared effective under the Securities Act by the SEC Commission as soon as reasonably practicablepracticable after the Mandatory Shelf Filing Date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales until the earlier of (A) the date when all of the Registrable Securities at all times until the earlier of covered by such Registration Statement have been sold, and (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (iiB) the date on which all of the Buyer shall have sold all the Shares cease to be Registrable Securities and no Available Amount remains under the Purchase Agreement hereunder (such period, the “Registration Effectiveness Period”). Except The Registration Statement when effective (including the documents incorporated therein by reference) will comply as contemplated to form in Section 3(e), and except all material respects with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation all applicable requirements of the Registration Statement Securities Act and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto Exchange Act and prospectuses contained therein) shall will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein, therein or necessary to make the statements thereintherein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which they were a statement is made). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a trading day. The Company shall contemporaneously provide the Holders with written notice of the effectiveness of the Registration Statement on the same trading day that the Company telephonically confirms effectiveness with the Commission, not misleadingwhich shall be the date requested for effectiveness of such Registration Statement.

Mandatory Registration. The Company shall shall, within Ten thirty (1030) Business Days calendar days from the date hereof of the Purchase Agreement, prepare and file with the SEC the Registration Statement. The a Registration Statement shall register only covering the resale of all of the Registrable Securities and no other securities so as to permit the resale of such Registrable Securities by the Buyer, including but not limited to under Rule 415 under the Securities Act (“Rule 415”). Each Registration Statement filed hereunder shall be on Form S-3, or if Form S-3 is not then available to the Company, on Form S-1 or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities. Except as provided herein, the The Buyer and its counsel shall have had a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have (a) cause the Registration Statement or any amendment to be declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays practicable after the filing thereof, and (as defined belowb) and Section 3(e)if applicable, the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of on which the Buyer may sell all of shall have sold, either publicly pursuant to the Registrable Securities without restriction Registration Statement or pursuant to Rule 144 promulgated under the 1933 Securities Act (or successor thereto) “Rule 144”), all the Registrable Securities, or (ii) the date on which the Buyer shall have sold can sell all the of its Registrable Securities and no Available Amount remains under the Purchase Agreement Rule 144 without restriction during any ninety (90) day period (collectively, the “Registration Period”). Except as contemplated in Section 3(e)When effective, and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the each Registration Statement (including any amendments or supplements thereto the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and prospectuses contained therein) the Exchange Act and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall shall, within Ten sixty-one (1061) Business Days days from the date hereof of the final prospectus for the Public Offering, file with the SEC a prospectus supplement to the Registration Statement. The Shelf Registration Statement shall register only specifically relating to the Registrable Securities (the “Prospectus Supplement”). The Buyers and no other securities of the Company. Except as provided herein, the Buyer and its their counsel shall have had a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus Prospectus Supplement prior to its filing with the SEC. The Buyer Buyers shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Shelf Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of on which the Buyer may sell all of Buyers shall have sold, either publicly pursuant to the Registrable Securities without restriction Registration Statement or pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) Act, all the Registrable Securities, or (ii) the date on which five (5) years from the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase date of this Agreement (collectively, the “Registration Period”). Except as contemplated in Section 3(e)In addition, and except with respect to a Buyer’s rights under this Agreement shall terminate if such Buyer can sell all of its Registrable Securities under Rule 144 under the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and 1933 Act without restriction during any amendments or supplements thereto or prospectus contained therein ninety (as to which the Company makes no representation or warranty), the 90) day period. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company hereby represents and warrants to the Buyers that: (i) the Shelf Registration Statement is effective and available for the resale of the Registrable Securities in accordance with Rule 430B under the 1933 Act, and (ii) the Company has not received any notice that the SEC has issued or intends to issue a stop-order with respect to the Shelf Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Shelf Registration Statement, either temporarily or permanently, or intends or has threatened in writing to do so.

Mandatory Registration. The Company shall within Ten (10) Business Days from the date hereof prepare promptly and file with the SEC as soon as practicable, but in no event later than June 2, 2006 (the “Filing Date”), a Registration StatementStatement on Form S-1 (or, if Form S-1 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities) covering the resale of the Registrable Securities. The Registration Statement filed hereunder, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or any amendment to such similar transactions. The Registrable Securities included on the Registration Statement shall be allocated among the Investors as set forth in Section 11(m) hereof. If at any time and for any related prospectus prior reason, an additional Registration Statement is required to its filing with be filed because at such time the SEC. The Buyer shall furnish all information reasonably requested by actual number of shares of Common Stock into which the Preferred Stock are convertible and the Warrants are exercisable plus the number of shares of Common Stock exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company for inclusion therein. The shall have twenty (20) business days to file such additional Registration Statement, and the Company shall use its reasonable best efforts to have the cause such additional Registration Statement or any amendment to be declared effective by the SEC as soon as reasonably practicablepossible, but in no event later than sixty (60) days after filing. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments and each amendment or supplements thereto supplement thereto, and prospectuses contained thereineach request for acceleration of effectiveness thereof) shall not contain any untrue statement of a material fact be provided to (and subject to the approval of) the Initial Investors and the Special Counsel no less than five (5) business days prior to its filing or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingother submission.

Mandatory Registration. The Company shall within Ten Twenty (1020) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or any successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten twenty (1020) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall use reasonable best efforts to within Ten twenty (1020) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall use its reasonable best efforts to comment upon such registration statement or amendment to such registration statement and any related prospectus within five (5) calendar days from the date the Investor receives the final version of such statement, amendment, or prospectus. Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to the last sentence of Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten ten (10) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 144(k) promulgated under the 1933 Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten (10) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten shall, no later than fifteen (1015) Business Days from the date hereof of the Share Increase, file with the SEC Commission a Registration Statement covering the Registration Statementresale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-1, Form SB-2 or Form S-3 (except if the Company is not then eligible to register only for resale the Registrable Securities and no other securities of on Form S-1, Form SB-2 or Form S-3, in which case the CompanyRegistration shall be on another appropriate form in accordance herewith). Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such The Registration Statement or any amendment required hereunder shall contain the Plan of Distribution in substantially the form attached hereto as Annex A (which may be modified to such Registration Statement and any related prospectus prior respond to its filing with the SEC. The Buyer shall furnish all information reasonably requested comments, if any, received by the Company for inclusion thereinCommission). The Company shall use its reasonable best efforts to have cause the Registration Statement or any amendment to be declared effective by under the SEC Securities Act as soon promptly as reasonably practicable. Subject to Permitted Delays (as defined below) possible after the filing thereof and Section 3(e), the Company shall use reasonable its best efforts to keep the Registration Statement continuously effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales until the date which is the earliest of (i) such time as all of the Registrable Securities at all times until covered by the earlier Registration Statement have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act, or (iii) the date such time as of which the Buyer may sell all of the Registrable Securities without restriction covered by such Registration Statement can have all SEC restrictive legends removed may be sold by the Holders pursuant to Rule 144(k) and legal counsel acceptable to the Holders and the Company’s then transfer agent, providing such transfer agent and such Holders a legal opinion authorizing the removal of all Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold restrictive legends and indicating all the such Registrable Securities and no Available Amount remains under the Purchase Agreement may be sold and/or transferred without restrictions and/or limitations (the “Registration Effectiveness Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten thirty-five (1035) Business Days calendar days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the CompanyCompany except for those securities listed on Schedule 2a. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to the last sentence of Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten (10) Business Days from the date hereof on or before March 31, 2015 file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall shall, within Ten twenty (1020) Business Days days from the date hereof hereof, file with the SEC the Registration StatementStatement on Form S-1. The Registration Statement shall register only the resale of the Registrable Securities and no other securities of the Company. Except as provided hereinThe Registration Statement, upon filing with the Buyer SEC and at the time it is declared effective by the SEC, shall satisfy all of the requirements of the Securities Act to register the resale of the Registrable Securities by the Investor in accordance with this Agreement under Rule 415 promulgated under the Securities Act at then-prevailing market prices, and not fixed prices. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date after the filing thereof. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable its best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten twenty (1020) Business Trading Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 144(k) promulgated under the 1933 Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”"REGISTRATION PERIOD"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading. In the event that the Registration Statement is not filed by the Filing Date or declared effective by the SEC within (i) 30 days from the Filing Date if there is no review of the registration statement by the SEC or (ii) 120 days from the date hereof if there is a review of the registration statement by the SEC, then, in addition to any other rights and remedies available to Buyer hereunder, under the Purchase Agreement or under applicable law, the Company shall pay to the Investor an amount in cash, as liquidated damages and not as a penalty, equal to 2% of the aggregate amount paid by the Buyer for the Purchase Shares on the 1st day of each 30 day period or portion thereof that such failure continues. If after a Registration Statement is first declared effective by the SEC it ceases to remain continuously effective as to all Registerable Securities for 10 consecutive Trading Days or an aggregate of 20 Trading Days during any 12 month period, then, in addition to any other rights and remedies available to Buyer hereunder, under the Purchase Agreement or under applicable law, the Company shall pay to the Buyer an amount in cash, as liquidated damages and not as a penalty, equal to 2% of the aggregate amount paid by the Buyer for the Purchase Shares then held by the Buyer, on the 1st day of each 30 day period or portion thereof that such failure continues. The Company shall not file another registration statement registering securities of the Company until a Registration Statement registering the Purchase Shares, the Warrant Shares, the Signing Shares and the Commitment Shares has been filed with the SEC.

Mandatory Registration. The Company shall within Ten two (102) Business Days from the date hereof Commencement Date file with the SEC a prospectus supplement to the Registration Statement. The Shelf Registration Statement shall register only specifically relating to the Registrable Securities and no other securities of (the Company“Prospectus Supplement”). Except as provided herein, the The Buyer and its counsel shall have had a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus Prospectus Supplement prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Shelf Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as Company no longer qualifies to make sales under the Shelf Registration Statement (which shall be understood to include the inability of which the Company to immediately register sales of Registrable Securities to the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act Shelf Registration Statement or any New Registration Statement (or successor thereto) or as defined below)), (ii) the date on which the Buyer Company shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement, or (iii) the date on which the Purchase Agreement is terminated (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten (10) Business Days from prepare and, as soon as practicable, but in no event later than the date hereof Filing Deadline, file with the SEC Commission an initial Registration Statement on Form S-1, F-1, S-3 or F-3, or such other form or forms as may be reasonably acceptable to the Registration StatementInvestor, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register only with the Commission for resale all of the Registrable Securities Securities. The Investor and no other securities of the Company. Except as provided herein, the Buyer and its counsel Legal Counsel shall have a reasonable opportunity to review and comment upon the information relating to the Investor and its Affiliates included in such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SECCommission. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC Commission as soon as reasonably practicable. Subject to Permitted Delays Allowable Grace Periods (as defined herein below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for to permit the sales of all of the Registrable Securities issued to the Investor at all times the time until the earlier of (i) the date as of which the Buyer may sell all of the Investor no longer owns any Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten (10) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten ten (10) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e)) hereto, the Company shall use reasonable best efforts to keep the Registration Statement effective and available for continuous sales-pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) without regard to the fact that a Registration Statement covering the sale of the Registrable Securities may then be in effect or (ii) the date on which (A) the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement, or (iii) the date on which the Purchase Agreement is terminated (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not not, on its effective date (and on the effective date of any amendment thereto, or the date of any supplement contained therein) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten (10) Business Days from prepare and, as soon as practicable, but in no event later than the date hereof Filing Deadline, file with the SEC a Registration Statement on Form S-1 covering the resale of all of the Registrable Securities (provided, that in the event that Form S-3 is available for such a registration, the Company shall instead use such form). The Registration StatementStatement prepared pursuant hereto shall register for resale at least the number of shares of Common Stock equal to the Required Registration Amount as of the date such Registration Statement is initially filed with the SEC. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested contain (except if otherwise directed by the Company for inclusion therein. Required Holders) the “Plan of Distribution” section in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the such Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable, but in no event later than the Effectiveness Deadline. Subject to Permitted Delays (as defined below) and Section 3(e)By 9:30 a.m., Eastern time, on the Business Day immediately following the Effective Date of the applicable Registration Statement, the Company shall use reasonable best efforts file with the SEC in accordance with Rule 424 under the Securities Act the final prospectus to keep the Registration Statement effective be used in connection with sales pursuant to Rule 415 promulgated under such Registration Statement. Notwithstanding anything to the 1933 Act contrary contained in this Agreement, other than during an Allowable Grace Period, the Company shall ensure that, when filed and available for sales of all of the Registrable Securities at all times until while effective, each Registration Statement and the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use prospectus used in connection with such Registration Statement will disclose (whether directly or through incorporation by reference to other SEC filings to the preparation extent permitted) all material information regarding the Company and its securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders. The Company shall not after the date hereof until the Effective Date of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary filed pursuant to make the statements therein, in light this Section 2(a) enter into any agreement providing any such right to any of the circumstances under which they were made, not misleadingits security holders.

Mandatory Registration. The In the event that the holders of no less than 30% of the Registrable Securities request (counting, for this purpose, the number of Common Shares then issuable on conversion of Preferred Shares or owned by the holders of Preferred Shares) that the Company shall within Ten (10) Business Days from the date hereof file a Registration Statement with the SEC registering the Registrable Securities for resale for an aggregate amount of no less than $5 million (a "Registration Request"), the Company shall use its best efforts to cause such shares to be registered; provided, however, that the Company shall not be obligated to effect any such registration prior to the earlier of (i) January 14, 2003 or (ii) six months after the effective date of the Company's first Registration Statement filed with the SEC relating to a public offering of the Common Stock (an "IPO"). To the extent allowable under the Securities Act (including Rule 416), the Registration StatementStatement shall include the Common Shares and such indeterminate number of additional shares of the Common Stock as may become issuable upon conversion of the Preferred Shares (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions, or (ii) by reason of changes in the conversion price of the Preferred Shares in accordance with the terms thereof. The number of shares of Common Stock initially included in such Registration Statement shall be no less than 1 million Common Shares. The Registration Statement (and each amendment or supplement thereto) shall register only be provided to, and subject to the Registrable Securities and no other securities of the Company. Except as provided hereinapproval of, the Buyer Purchasers and its counsel shall have a reasonable opportunity their counsel, such approval not to review and comment upon such Registration Statement be unreasonably withheld or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion thereindelayed. The Company shall use its reasonable best efforts to have the cause such Registration Statement or any amendment to be declared effective by the SEC as soon as reasonably practicablein a timely manner, but in no event later than 120 days after the Company is notified of the Registration Request (the "Required Effective Date"). Subject Such best efforts shall include, but not be limited to, promptly responding to Permitted Delays (as defined below) and Section 3(e)all comments received from the staff of the SEC. The Purchasers shall use reasonable efforts to cause their counsel to provide any comments or approve of any amendment to the Registration Statement within two business days of receipt. Once declared effective by the SEC, the Company shall use reasonable best efforts cause such Registration Statement to keep remain effective throughout the Registration Period, and any amendment of such Registration Statement that may be necessary shall not relieve the Company of its obligation to cause the Registration Statement to remain effective under this Agreement. A maximum of two Registration Requests may be made by the Purchasers pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in this Section 3(e2(a), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit be obligated under this Section 2(a) to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingcomply with more than two such Registration Requests.

Mandatory Registration. The Company shall within Ten (10) Business Days days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten twenty (1020) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to the last sentence of Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten (10) Business Days from the date hereof file with the SEC the Registration StatementStatement within ten (10) Business Days of its next Annual Report on Form 10-K or Form 10-KSB filed by the Company with the SEC . The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 144(k) promulgated under the 1933 Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten by no later than August 20, 2004, (10the "Filing Date") Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 144(k) promulgated under the 1933 Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”"REGISTRATION PERIOD"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleadingmisleading In the event that the Registration Statement is not filed by the Filing Date or declared effective by the SEC within (i) 30 days from the Filing Date if there is no review of the registration statement by the SEC or (ii) 120 days from Filing Date if there is a full review of the registration statement by the SEC, than, in addition to any other rights and remedies available to Buyer hereunder, under the Purchase Agreement or under applicable law, the Company shall pay to the Investor an amount in cash, as liquidated damages and not as a penalty, equal to 2% of the aggregate amount paid ($500,000 as of the date hereof) by the Buyer for the Purchase Shares on the last day of each 30 day period or portion thereof that such failure continues paid on a pro rata basis for the actual number of days such failure existed. If after a Registration Statement is first declared effective by the SEC it ceases to remain continuously effective and available for use by the Investor as to all Registerable Securities for 10 consecutive Trading Days or an aggregate of 20 Trading Days during any 12 month period, than, in addition to any other rights and remedies available to Buyer hereunder, under the Purchase Agreement or under applicable law, the Company shall pay to the Buyer an amount in cash, as liquidated damages and not as a penalty, equal to 2% of the aggregate amount paid by the Buyer for the Purchase Shares then held by the Buyer, on the last day of each 30 day period or portion thereof that such failure continues paid on a pro rata basis for the actual number of days such failure existed. The Company shall not file another registration statement registering securities of the Company until a Registration Statement registering the Purchase Shares, the Warrant Shares, the Signing Shares and the Commitment Shares has been filed with the SEC.

Mandatory Registration. The Company shall within Ten twenty (1020) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall shall, within Ten one hundred twenty (10120) Business Days days from the date hereof hereof, file with the SEC the an initial Registration Statement. The initial Registration Statement shall register only the maximum number of Registrable Securities that may be issuable to the Investor pursuant to the Purchase Agreement, subject to the Exchange Cap and Section 2(d) below, and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the any previously unsold Registrable Securities covered thereby without restriction pursuant to the last sentence of Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which the Buyer Investor shall have sold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten (10) Business Days from prepare, and, as soon as practicable, but in no event later than the date hereof Filing Deadline, file with the SEC the Registration StatementStatement on Form S-3 covering the resale of all of the Registrable Securities; provided, that if the Company files such Registration Statement by the Filing Deadline and thereafter the Company determines, upon the written advice of its counsel and after consultation with Legal Counsel to the Investors, that it must suspend or otherwise withdraw such Registration Statement as a result of having an insufficient number of authorized shares to cover the Registrable Securities, the Company may suspend or withdraw such Registration Statement without being in violation of this Section 2(a), provided, further, that the Company must promptly re-file such Registration Statement within no more than five (5) days after it amends its Articles of Incorporation to provide for additional authorized shares. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(d). The Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common Stock equal to the Required Registration Amount as of date the Registration Statement is initially filed with the SEC. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested contain (except if otherwise directed by the Company for inclusion therein. Required Holders) the "Selling Shareholders" and "Plan of Distribution" sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable, but in no event later than the Effectiveness Deadline. Subject Each Investor agrees to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing furnish to the Company by a completed questionnaire in the Buyer expressly for use in connection with form of Exhibit C within three trading days after receiving the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingCompany's written request therefor.

Mandatory Registration. The (a) Within forty-five (45) days after the date of execution of the License Agreement, the Company shall within Ten (10) Business Days from commence the date hereof file process of preparing and filing with the SEC U.S. Securities & Exchange Commission (the Registration Statement. The "Commission"), on one occasion, at the sole expense of the Company (except as provided in Section 6.4 (b) hereof), a Registration Statement shall register only and such other documents, including a prospectus, as may be necessary (in the opinion of counsel for the Company), in order to comply with the provisions of the Act, so as to permit a public offering and sale of all the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion thereinholders thereof. The Company shall use its reasonable best efforts to have Until the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e)is effective, the Company shall use reasonable its best efforts to keep cause the Registration Statement to become effective pursuant to Rule 415 promulgated under the 1933 Act Act, so as to permit a public offering and available for sales of all sale of the Registrable Securities by the holders thereof and will re-file the Registration Statement at all times the earliest possible opportunity if not declared effective. The Company is not presently aware of any reason that would cause the Securities & Exchange Commission to declare the Registration Statement effective. Once effective, the Company will use its best efforts to (a) maintain the effectiveness of the Registration Statement until the earlier of (i) the date as of which the Buyer may sell that all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) have been sold or (ii) the date on which that the Buyer shall have sold all holders of the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing receive an opinion of counsel to the Company by that all of the Buyer expressly for use Registrable Securities may be freely traded (without registration under the Act) in a single transaction under Rule 144 (k) promulgated under the Act or otherwise and the Company has removed the legend referred to in Section A; and (b) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection with the preparation Registration Statement as may be necessary to comply with the provisions of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as Securities Act with respect to which sales of the Company makes no representation or warranty), Registrable Securities pursuant to the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingStatement.

Mandatory Registration. The Company shall within Ten one (101) Business Days Day from the date hereof file with the SEC a prospectus supplement to the Registration Statement. The Shelf Registration Statement shall register only specifically relating to the Registrable Securities and no other securities of (the Company“Prospectus Supplement”). Except as provided herein, the The Buyer and its counsel shall have had a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus Prospectus Supplement prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Shelf Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or ), (ii) the date on which (A) the Buyer Company shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement, or (iii) the date on which the Purchase Agreement is terminated (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall use commercially reasonable efforts to, within Ten twenty (1020) Business Days from the date hereof hereof, file with the SEC the Registration StatementStatement on Form F-1. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided hereinThe Registration Statement, upon filing with the Buyer SEC and at the time it is declared effective by the SEC, shall satisfy all of the requirements of the Securities Act to register the resale of the Registrable Securities by the Investor in accordance with this Agreement under Rule 415 promulgated under the Securities Act at then-prevailing market prices, and not fixed prices. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date after the filing thereof. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten forty five (1045) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, Company without written permission from the Buyer which will not unreasonably withheld. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer Investor and its counsel will complete any such review as promptly as is reasonably practical. Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading. And subject to the following sentence.

Mandatory Registration. The Company shall within Ten sixty (1060) Business Days calendar days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to the last sentence of Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten five (105) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten twenty (1020) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e)) hereto, the Company shall use reasonable best efforts to keep the Registration Statement effective and available for continuous sales pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) without regard to the fact that a Registration Statement covering the sale of the Registrable Securities may then be in effect or (ii) the date on which (A) the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement, or (iii) the date on which the Purchase Agreement is terminated (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not not, on its effective date (and on the effective date of any amendment thereto, or the date of any supplement contained therein) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The No later than February 25, 2019 (such date, the “Mandatory Shelf Filing Date”), the Company shall within Ten (10) Business Days from the date hereof prepare and use its commercially reasonable efforts to file a registration statement with the SEC Commission on Form S-3 under the Registration Statement. The Registration Statement shall register only Securities Act providing for registration and resale, on a continuous or delayed basis and from time to time pursuant to Rule 415 under the Securities Act, of all of the Registrable Securities then outstanding; provided, however, that if the Company is not eligible to file and no use a Form S-3 to register resales by the Holders by the Mandatory Shelf Filing Date it shall prepare and use its commercially reasonable efforts to file such form of registration statement as is then available to permit resales by the Holders on a continuous or delayed basis (including a Form S-1); provided, further, that if the Company has filed the registration statement on a form other securities of the Company. Except as provided hereinthan Form S-3 and subsequently becomes eligible to use Form S-3 or any equivalent or successor form or forms, the Buyer and Company may elect, in its counsel shall have sole discretion, to (i) file a reasonable opportunity post-effective amendment to review and comment upon the registration statement converting such Registration Statement registration statement to a registration statement on Form S-3 or any amendment to equivalent or successor form or forms or (ii) withdraw such registration statement and file a registration statement on Form S-3 or any equivalent or successor form or forms, (the registration statement on such form, as amended or supplemented, the “Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion thereinStatement”). The Company shall use its commercially reasonable best efforts to have cause the Registration Statement or any amendment to be declared effective under the Securities Act by the SEC Commission as soon as reasonably practicablepracticable after the Mandatory Shelf Filing Date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales until the earlier of (A) the date when all of the Registrable Securities at all times until the earlier of covered by such Registration Statement have been sold, and (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (iiB) the date on which all of the Buyer shall have sold all the Consideration Shares cease to be Registrable Securities and no Available Amount remains under the Purchase Agreement hereunder (such period, the “Registration Effectiveness Period”). Except The Registration Statement when effective (including the documents incorporated therein by reference) will comply as contemplated to form in Section 3(e), and except all material respects with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation all applicable requirements of the Registration Statement Securities Act and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto Exchange Act and prospectuses contained therein) shall will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein, therein or necessary to make the statements thereintherein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which they were a statement is made). As soon as practicable following the date that the Registration Statement becomes effective, not misleadingbut in any event within two (2) Business Days of such date, the Company shall provide the Holders with written notice of the effectiveness of the Registration Statement.

Mandatory Registration. The Company shall within Ten forty-five (1045) Business Days days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to the last sentence of Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten thirty (1030) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to the last sentence of Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten twenty (1020) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e)) hereto, the Company shall use reasonable best efforts to keep the Registration Statement effective and available for continuous sales pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or ), (ii) the date on which (A) the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement, or (iii) the date on which the Purchase Agreement is terminated (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten twenty (1020) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 144(k) promulgated under the 1933 Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”"REGISTRATION PERIOD"). Except as contemplated in Section 3(e)Notwithstanding the foregoing, and except with respect whenever the Company is required to file a post-effective amendment to the information furnished in writing to Registration Statement, the Company by may suspend sales under the Buyer expressly for use Registration Statement in connection with the preparation of order to file a post-effective amendment to the Registration Statement and have such post-effective amendment declared effective by the SEC. The Company agrees to file any amendments or supplements thereto or prospectus contained therein (such post-effective amendment and resolve any SEC comments as to which the Company makes no representation or warranty), the soon as reasonably practicable. The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten thirty (1030) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to the last sentence of Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten twenty (1020) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only 20,000,000 Purchase Shares and the Registrable Securities and no other securities of the Company1,395,349 Commitment Shares. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities required to be covered by such Registration Statement without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement covered by such Registration Statement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) ), when filed and at the time it becomes effective, shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten twenty (1020) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 144(k) promulgated under the 1933 Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e)Notwithstanding the foregoing, and except with respect whenever the Company is required to file a post-effective amendment to the information furnished in writing to Registration Statement, the Company by may suspend sales under the Buyer expressly for use Registration Statement in connection with the preparation of order to file a post-effective amendment to the Registration Statement and have such post-effective amendment declared effective by the SEC. The Company agrees to file any amendments or supplements thereto or prospectus contained therein (such post-effective amendment and resolve any SEC comments as to which the Company makes no representation or warranty), the soon as reasonably practicable. The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall use commercially reasonable efforts to file within Ten fifteen (1015) Business Days from the date hereof file (but no sooner than March 2, 2020) with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity opportunity, which shall be no fewer than two (2) Business Days, to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten (10) Business Days from the date hereof prior to December 31, 2016 file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten Twenty (1020) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten thirty (1030) Business Days from the execution date hereof of the Purchase Agreement file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities Securities, and no other securities of the Company. Except The Company shall obtain a waiver in the form attached hereto as provided herein, Exhibit A executed by each officer and director of the Buyer Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 144(k) promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer Investor shall have sold all the Registrable Securities and no Available Advance of the Commitment Amount remains available under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten twenty (1020) Business Trading Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity opportunity, not to exceed two (2) Trading Days, to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 144(k) promulgated under the 1933 Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten twenty (1020) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to the last sentence of Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten two (102) Business Days from the date hereof Commencement Date file with the SEC a prospectus supplement to the Registration Statement. The Shelf Registration Statement shall register only specifically relating to the Registrable Securities and no other securities of (the Company“Prospectus Supplement”). Except as provided herein, the The Buyer and its counsel shall have had a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus Prospectus Supplement prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have keep the Shelf Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (and/or a New Registration Statement (as defined below) and as provided in Section 3(e2(c), the Company shall use reasonable best efforts to keep the Registration Statement ) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as Company no longer qualifies to make sales under the Shelf Registration Statement (which shall be understood to include the inability of which the Company to immediately register sales of Registrable Securities to the Buyer may sell all of under the Registrable Securities without restriction Shelf Registration Statement or any New Registration Statement pursuant to Rule 144 promulgated under General Instruction I.B.6 of Form S-3 registration statement pursuant to the 1933 Act (or successor thereto) or otherwise), (ii) the date on which the Buyer Company shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement, or (iii) the date on which the Purchase Agreement is terminated (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten ten (10) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten ten (10) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use its reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten (10) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the CompanySecurities. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten on or before thirty (1030) Business Days from days following the date hereof the Company’s S-1 Registration Statement filed on October 19, 2005 becomes effective file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 144(k) promulgated under the 1933 Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The No later than sixty (60) days after the date of this Agreement or such other date as may otherwise be agreed to in writing by the Company and MOL (such date, the “Mandatory Shelf Filing Date”), if and to the extent the Company is permitted to use Form S-3 under the Securities Act to register resales of the Consideration Shares, the Company shall within Ten (10) Business Days from the date hereof prepare and use its commercially reasonable efforts to file a registration statement with the SEC Commission on Form S-3 under the Registration Statement. The Registration Statement shall register only Securities Act providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415 under the Securities Act, of all of the Registrable Securities then outstanding; provided, however, that if the Company is not eligible to file and no other securities use a Form S-3 to register resales by the Holders by the Mandatory Shelf Filing Date it shall prepare and use its commercially reasonable efforts to file such form of registration statement as is then available to permit resales by the Company. Except Holders on a continuous or delayed basis (including a Form S-1); (the registration statement on such form, as provided hereinamended or supplemented, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such “Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion thereinStatement”). The Company shall use its commercially reasonable best efforts to have cause the Registration Statement or any amendment to be declared effective under the Securities Act by the SEC Commission as soon as reasonably practicablepracticable after the Mandatory Shelf Filing Date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales until the earlier of (A) the date when all of the Registrable Securities at all times until the earlier of covered by such Registration Statement have been sold, and (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (iiB) the date on which all of the Buyer shall have sold all the Consideration Shares cease to be Registrable Securities and no Available Amount remains under the Purchase Agreement hereunder (such period, the “Registration Effectiveness Period”). Except The Registration Statement when effective (including the documents incorporated therein by reference) will comply as contemplated to form in Section 3(e), and except all material respects with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation all applicable requirements of the Registration Statement Securities Act and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto Exchange Act and prospectuses contained therein) shall will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein, therein or necessary to make the statements thereintherein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which they were a statement is made). As soon as practicable following the date that the Registration Statement becomes effective, not misleadingbut in any event within two (2) Business Days of such date, the Company shall provide the Holder with written notice of the effectiveness of the Registration Statement.

Mandatory Registration. The Company shall within Ten thirty (1030) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date after filing. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to the last sentence of Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten fifteen (1015) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall shall, within Ten thirty (1030) Business Days days from the date hereof hereof, file with the SEC the Registration Statement. The Registration Statement shall register only the resale of the Registrable Securities and no other securities of the Company. Except as provided hereinThe Registration Statement, upon filing with the Buyer SEC and at the time it is declared effective by the SEC, shall satisfy all of the requirements of the Securities Act to register the resale of the Registrable Securities by the Investor in accordance with this Agreement under Rule 415 promulgated under the Securities Act at then-prevailing market prices, and not fixed prices. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date after the filing thereof. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable its best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten ninety (1090) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and (B) no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall use commercially reasonable efforts to, within Ten twenty (1020) Business Days from the date hereof hereof, file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided hereinThe Registration Statement, upon filing with the Buyer SEC and at the time it is declared effective by the SEC, shall satisfy all of the requirements of the Securities Act to register the resale of the Registrable Securities by the Investor in accordance with this Agreement under Rule 415 promulgated under the Securities Act at then-prevailing market prices, and not fixed prices. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date after the filing thereof. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer Investor shall have sold resold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall use commercially reasonable efforts to, within Ten twenty (1020) Business Days from the date hereof hereof, file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date following the filing thereof. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to the last sentence of Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten thirty (1030) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date after the filing thereof. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to the last sentence of Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten ten (10) Business Trading Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and up to 14,462,047 additional shares of Common Stock (including 1,431,032 shares issuable upon the exercise of outstanding warrants and 1,650,000 shares issuable upon the conversion of outstanding senior secured royalty income notes) on behalf of certain other selling stockholders and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 144(k) promulgated under the 1933 Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”"REGISTRATION PERIOD"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten ninety-five (1095) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten Fifteen (1015) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten twenty (1020) Business Days from the execution date hereof of the Purchase Agreement file with the SEC the Registration Statement. The Company shall engage Cxxxxx Law Group, counsel for the Investor, to complete such registration statement at Investors’ expense. The Investor and the Company will waive any conflict of interest required to engage such counsel to complete such Registration Statement. The Registration Statement shall register only the Registrable Securities Securities, and no other securities of the CompanyCompany without the consent of Investor. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction whatsoever pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer Investor shall have sold all the Registrable Securities and no Available Advance of the Commitment Amount remains available under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. (a) The Company shall within Ten prepare and file no later than January 31, 2023 (10such filing date, the “Shelf Filing Date”), providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415 (if applicable), of all of the Registrable Securities then outstanding from time to time, either (A) Business Days from a registration statement with the Commission (such registration statement shall, at the option of the Company, be on Form S-1 or Form S-3 (or any equivalent or successor form) under the Securities Act) or (B) a pre-effective amendment to the Company’s existing registration statement on Form S-1 (file no. 333-268196) (in the case of clause (A), the registration statement on such form, as amended or supplemented, or in the case of clause (B), the existing registration statement as amended, the “Registration Statement”). The Company shall cause the Registration Statement to be declared effective under the Securities Act by the Commission as soon as reasonably practicable after the Shelf Filing Date but in any event no later than 90 calendar days after the date hereof file with (the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein“Effectiveness Deadline”). The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement continuously effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales until the earlier of (A) the date that is 3 years after the date of effectiveness of such Registration Statement, (B) the date when all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) covered by such Registration Statement have been sold or (iiC) the date on which all of the Buyer shall have sold all the Warrant Shares cease to be Registrable Securities and no Available Amount remains under the Purchase Agreement hereunder (such period, the “Registration Effectiveness Period”). Except The Registration Statement when effective (including the documents incorporated therein by reference) will comply as contemplated to form in Section 3(e), and except all material respects with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation all applicable requirements of the Registration Statement Securities Act and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto Exchange Act and prospectuses contained therein) shall will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein, therein or necessary to make the statements thereintherein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which they were a statement is made). As soon as practicable following the date that the Registration Statement becomes effective, not misleadingbut in any event within one (1) Business Day of such date, the Company shall provide the Holders with written notice of the effectiveness of the Registration Statement.

Mandatory Registration. The Company shall within Ten thirty (1030) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided hereinat least 3,000,000 Purchase Shares, the Buyer Signing Shares and the Commitment Shares. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 144(k) promulgated under the 1933 Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten ten (10) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and may register, at the Company’s option, the Intuitive Shares, but no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have cause the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest practicable date. Subject to Permitted Delays (as defined below) the terms and conditions of this Agreement, including without limitation Section 3(e)) hereof, the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction registration and without any time, volume or manner limitations pursuant to Rule 144 promulgated (or any similar provision then in effect) under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten ten (10) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall prepare and file with the SEC a Registration Statement on Form S-3 or on such other form as is available, no later than 30 calendar days from the date hereof (the “Scheduled Filing Deadline”). The Company shall cause such Registration Statement to be declared effective by the SEC prior to the first sale to the Investor of the Company’s Common Stock pursuant to the COMMON STOCK PURCHASE AGREEMENT but in no event later than two hundred and forty (240) calendar days from the date hereof (the “Scheduled Effective Deadline”). The Company shall cause the Registration Statement to remain effective until the full completion of the Commitment Period (as such term is defined in the COMMON STOCK PURCHASE AGREEMENT). The Company shall within Ten two (102) Business Days from the date hereof Commencement Date file with the SEC a prospectus supplement to the Registration Statement. The Shelf Registration Statement shall register only specifically relating to the Registrable Securities and no other securities of (the Company“Prospectus Supplement”). Except as provided herein, the The Buyer and its counsel shall have had a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus Prospectus Supplement prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Shelf Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as Company no longer qualifies to make sales under the Shelf Registration Statement (which shall be understood to include the inability of which the Company to immediately register sales of Registrable Securities to the Buyer may sell all of under the Registrable Securities without restriction Shelf Registration Statement or any New Registration Statement (as defined below) pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or General Instruction I.B.6 of Form S-3), (ii) the date on which the Buyer Company shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement, or (iii) the date on which the Purchase Agreement is terminated (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The As soon as the Company becomes eligible to file the Registration Statement on Form S-3 (“S-3 Eligible”), and maintains such eligibility for a period of 90 days, the Company shall file the Registration Statement on Form S-3 within Ten six (106) Business Days from months thereafter. Within the date hereof period beginning January 23, 2012 and ending 180 days thereafter, if the Company is not S-3 Eligible for a 90-day period, then the Company shall have no obligation to file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the CompanyCompany (it being understood that the Company shall determine the number of Registrable Securities to be registered initially and subsequently). Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SECCommission. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableCommission at the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten fifteen (1015) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.