Common use of Mandatory Registration Clause in Contracts

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable Effective Date and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 S-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 S-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.

Mandatory Registration. Solely in The Company shall, within sixty (60) calendar days from the event there is not then a current registration statement concerning the resale date of the Registrable Securitiesthis Agreement, the Company shall prepare and file with the SEC on one occasion at its sole expensean initial Registration Statement covering the maximum number of Registrable Securities (beginning with the Warrant Shares with respect to Investor) as shall be permitted to be included thereon in accordance with applicable SEC rules, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable regulations and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning interpretations so as to permit the resale of all such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities. The Required Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement shall be on Form F-3 if available for and any amendment or supplement to such a registration Registration Statement and if unavailableany related prospectus prior to its filing with the SEC, and the Company shall register give due consideration to all reasonable comments. The 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 declared effective by the SEC within one hundred twenty (120) calendar days from the date hereof (or at the earliest possible date if prior to one hundred twenty (120) calendar days from the date hereof), and any amendment declared effective by the SEC at the earliest possible date. The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale of by the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and the Maximum Commitment Amount (as defined in the Purchase Agreement) under the Purchase Agreement has been declared effective drawn down by the SEC Company pursuant to a Registration Statement (the "Registration Period"). 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 prospectus contained therein is available for usestatements therein, in light of the circumstances in which they were made, not misleading. Within ten (10) days after receiving written notice from In the Holderevent that the Registration Statement becomes stale, the Company shall give notice immediately file one or more post-effective amendments to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required obtain an effective Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder Holders at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 F-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the HolderHolders, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder Holders unless such other Holder Holders shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best commercially reasonable efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and prepare, and, as soon as practicable but in no event later than the Targeted Filing Date, file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by (the SEC and “Initial Registration Statement”). In the prospectus contained therein event that Form F-3 is available unavailable for use. Within ten (10) days after receiving written notice from the Holdersuch a registration, the Company shall give notice use such other form as is available for such a registration, subject to the other Holders provisions of Section 2.4. The Initial Registration Statement prepared pursuant hereto shall register for resale all of the Purchase Warrants advising that Registrable Securities issuable as of the Company date the Registration Statement is proceeding initially filed with such registration statement and offering to include therein Purchase Warrants of such other Holdersthe SEC. The Company Registration Statement shall not be obligated to any such other Holder unless such other Holder shall accept such offer contain (except if otherwise directed by notice the Required Holders) the “Selling Stockholders” and “Plan of Distribution” sections in writing to substantially the Company within five (5) days thereafter. form attached hereto as Exhibit A. The Company shall use its reasonable best efforts to have such Required Registration Statement, and each other the Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable, but in no event later than the Targeted Effectiveness Date. By 9:30 a.m. on the Business Day immediately following the Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement. The Company shall pay keep such Initial Registration Statement continuously effective pursuant to Rule 415 at all times until the costs second anniversary of this Agreement (the “Initial Registration Period”). If after the expiry of the Initial Registration Period, there are one or more Investors that individually (together with such Investor’s affiliates and expenses thereofany other person with whom they may be deemed to be a “group” within the meaning of Rule 13d-5 under the US Securities Exchange Act) are the beneficial owner, for one time onlyas calculated in accordance with Rule 13d-1 of the Exchange Act, of more than 9.9% of the then issued and outstanding shares of the Company and the Company has withdrawn any Registration Statement filed within the Initial Registration Period, then such Investors will have a demand registration right to cause the Company to file a further Registration Statement covering the registration of such Registrable Securities then owned by such Investors (the “Additional Registration Statement”). The Company will file such Additional Registration Statement within twenty (20) days of written receipt of a request from an Investor further to this demand registration right and will maintain the effectiveness of such Additional Registration Statement until the earlier of (i) the date as on which costs and expenses shall include “Blue Sky” fees for counsel the Investors may sell all of the Registrable Securities covered by such Registration Statement without limitation or restriction pursuant to Rule 144 (or any successor thereto) promulgated under the Securities Act without the requirement for the Underwriter Company to be in compliance with the current public information requirements under Rule 144, (ii) the date on which no Investor (together with such Investor’s affiliates and any other person with whom they may be deemed to be a “Blue Skygroup” filing fees within the meaning of Rule 13d-5 under the US Securities Exchange Act) is the beneficial owner, as calculated in accordance with Rule 13d-1 of the Exchange Act, of more than 9.9% of the issued and outstanding shares of the Company, and (iii) the one year anniversary of the date of effectiveness of the Additional Registration Statement (the “Additional Registration Period”). If after expiry of the Additional Registration Period, there remain one or more Investors that individually (together with such Investor’s affiliates and any other person with whom they may be deemed to qualify be a “group” within the Purchase Warrants meaning of Rule 13d-5 under the US Securities Exchange Act) are the beneficial owner, as calculated in those jurisdictions requested by accordance with Rule 13d-1 of the HolderExchange Act, of more than 9.9% of the issued and outstanding shares of the Company and the Company has withdrawn any Additional Registration Statement filed within the Additional Registration Period, such Investor or Investors will have one additional demand registration right to cause the Company to file a further Additional Registration Statement for a further Additional Registration Period on the equivalent terms for the initial demand registration right described above in this paragraph.

Mandatory Registration. Solely (a) As promptly as possible after the date hereof, and in any event prior to the event there date that is not then a current registration statement concerning seventy-five (75) days following the resale of Closing Date (the Registrable Securities“Mandatory Filing Date”), the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering SB-2 (or on such other appropriate form for the resale required purpose) for the purpose of registering under the Securities Act all of the Registrable Shares for resale by, and for the account of, each Investor as an initial selling stockholder thereunder (the “Mandatory Registration Statement”). The Mandatory Registration Statement shall permit the Investors to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities has been Act, any or all of the Registrable Shares and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of the Mandatory Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company agrees to use its best efforts to cause the Mandatory Registration Statement to be declared effective as soon as possible but in no event later than the date that is 120 days following the Closing Date (or 150 days following the Closing Date in the event the Registration Statement is the subject of a review by the SEC and SEC) (the prospectus contained therein is available for use. Within ten “Mandatory Effective Date”) (10) days after receiving written notice from including filing with the HolderSEC, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafterBusiness Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Mandatory Registration Statement will not be “reviewed” or will not be subject to further review, a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act (an “Acceleration Request”), which request shall request an effective date that is within three (3) Business Days of the date of such request) and will otherwise effect all such registration, obtain all such qualifications and comply with all such laws, rules and regulations as may be necessary to permit the sale, transfer and other disposition of the Registrable Shares by the Investors thereof pursuant to the Mandatory Registration Statement. The Company shall use its best efforts to have such Required Registration Statement, notify each Investor in writing promptly (and each other Registration Statement required to be filed pursuant in any event within three (3) Business Days) after the Company’s submission of an Acceleration Request to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicableSEC. The Company shall pay be required to keep the costs Mandatory Registration Statement and expenses thereofany qualification, for one time onlyexemption or compliance under state securities laws which the Company determines to obtain or which the Company obtains at the request of the Investors continuously effective (including through the filing of any required post-effective amendments) with respect to the Investors, and to keep such Registration Statement and related prospectus free of any material misstatements or omissions, until the earlier to occur of (i) the date after which costs and expenses all of the Registrable Shares registered thereunder shall include “Blue Sky” fees for counsel for have been sold or (ii) the Underwriter and “Blue Sky” filing fees date after which all of the Registrable Shares (excluding such Registrable Shares as are registered pursuant to qualify the Purchase Warrants in those jurisdictions requested any other effective Registration Statement) are freely tradable without any volume limitations by the HolderInvestors pursuant to Rule 144(k) promulgated under the Securities Act or any successor or substitute rule, law or provision. Thereafter, the Company shall be entitled to withdraw the Mandatory Registration Statement and, upon such withdrawal, the Investors shall have no further right to offer or sell any of the Registrable Shares pursuant to the Mandatory Registration Statement (or any prospectus relating thereto).

Mandatory Registration. Solely in (a) On or prior to the event there is not then a current registration statement concerning the resale of the Registrable SecuritiesFiling Deadline, the Company shall shall, following the written request of either (x) Castle Creek or (y) the Registration Rights Purchasers then holding at least a majority of the Shares then held by Registration Rights Purchasers, prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as Commission a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared not already covered by an existing and effective by the SEC and the prospectus contained therein Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for useoffers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). Within ten (10) days after receiving written notice from Notwithstanding the Holderregistration obligations set forth in this Section 2, in the event that the Company’s counsel determines that all such Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement prior to filing the Initial Registration Statement, or the Commission informs the Company that all such Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall give notice agrees to promptly inform each of the Holders thereof and, as applicable, file the Initial Registration Statement, or use reasonable and customary efforts to file amendments to the other Holders of Initial Registration Statement as required by the Purchase Warrants advising that Commission and/or withdraw the Company is proceeding with such Initial Registration Statement and file a new registration statement and offering to include therein Purchase Warrants (a “New Registration Statement”), in each case covering the maximum number of such other Holders. The Company shall not Registrable Securities permitted to be obligated to any registered thereon, on such other Holder unless such other Holder shall accept such offer by notice in writing form available to the Company within five (5) days thereafterto register for resale the Registrable Securities as a secondary offering. The Notwithstanding any other provision of this Agreement, if the opinion of the Company’s counsel or any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, the number of Registrable Securities to be registered on such Registration Statement will be reduced pro rata on the basis of the aggregate number of Registrable Securities owned by each applicable Holder, and under such circumstances, the Company shall use its best efforts will not be subject to have such Required the payment of Liquidated Damages in Section 2(c). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (A) or (B) above, the Company will use reasonable and each other customary efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on such form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement required to (the “Remainder Registration Statements”). No Holder shall be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC named as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include an “Blue Skyunderwriter” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holderany Registration Statement without such Xxxxxx’s prior written consent.

Mandatory Registration. Solely in The Company shall file with the event there United States Securities and Exchange Commission ("SEC"), on the date which is on or before forty-five (45) calendar days after the Closing Date (the "FILING DEADLINE") a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a current registration statement concerning of all of the Registrable Securities) covering the resale of the Warrant Shares and any Additional Investment Right Warrant Shares issued upon exercise of the Additional Investment Rights, which Registration Statement, to the extent allowable under the Securities Act and the rules promulgated thereunder shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions (the "INITIAL REGISTRATION STATEMENT"). The Registrable SecuritiesSecurities included in the Initial Registration Statement shall be registered on behalf of the Investors as set forth in Section 11(k) hereof. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Initial Investors and their counsel at least two (2) Business Days prior to its filing or other submission. If for any reason (including, but not limited to, a determination by the staff of the SEC that all or any portion of the Registrable Securities cannot be included in the Initial Registration Statement (an "SEC DETERMINATION")) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities (any such shares that are not included being the "UNCOVERED SHARES"), the Company shall prepare and file with the SEC on one occasion at its sole expenseSEC, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as practicable, but in any event prior to the tenth (10th) Business Day after becoming aware of the existence of any Uncovered Shares (such form is availabledate referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), provided that either (a) an amendment (the Company shall maintain "UNCOVERED SHARES AMENDMENT") to the effectiveness of all Registration Statements then in effect until such time as a Initial Registration Statement on Form F-3 covering the resale of all effecting a registration of the Registrable Securities has been declared effective by Uncovered Shares or (b) a registration statement which registers the SEC Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and the prospectus contained therein is available each amendment or supplement thereto, and each request for use. Within ten (10acceleration of effectiveness thereof) days after receiving written notice from the Holder, the Company shall give notice be provided to the Initial Investors and their counsel at least concurrently with its filing or other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereaftersubmission. The Company shall use its best reasonable efforts to have such Required cause each of the Initial Registration Statement, Statement and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to become effective as soon as practicable after the filing thereof. The Company shall use its reasonable efforts to cause each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared Section 2(a) to become effective by the SEC as soon as practicable. The Company shall pay , but, as to the costs Initial Registration Statement filed pursuant to this Section 2(a), in no event later than the one hundred and expenses thereoftwentieth (120th) calendar day after the Closing Date, for one time onlyand as to any Uncovered Shares Amendment or Uncovered Shares Registration Statement, which costs and expenses shall include “Blue Sky” fees for counsel for in no event later than the Underwriter and “Blue Sky” filing fees to qualify 60th day after the Purchase Warrants in those jurisdictions requested by the HolderUncovered Shares Filing Deadline.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and file with the SEC on one occasion at its sole expenseSEC, upon no later than forty-five (45) calendar days after the written notice Due Date, a Registration Statement covering 200% of the Holder number of shares of Common Stock for the Initial Investors into which the $1,148,400 of Debentures, plus accrued interest, in the total offering would be convertible. In the event the Registration Statement is not filed within forty-five (45) calendar days after the Due Date, then in such event the Company shall pay the Investor 2% of the face amount of each Debenture for each 30 day period, or portion thereof, after forty-five (45) calendar days following the Due Date that the Registration Statement is not filed. The Investor is also granted Piggy-back registration rights on any other Registration Statement filings made by the Company exclusive of Registration Statements on Form S-8 and so long as permissible under the Securities Act. Such Registration Statement shall state that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from Stock splits, or stock dividends. If at any time commencing six (6the number of shares of Common Stock into which the Debenture(s) months after may be converted exceeds the date that this Warrant becomes exercisable and on or before the fifth anniversary date aggregate number of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale shares of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailableCommon Stock then registered, the Company shall register shall, within ten (10) business days after receipt of written notice from any Investor, either (i) amend the resale of Registration Statement filed by the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable Company pursuant to the Holder and undertake preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the resale of the Registrable Securities on Form F-3 as soon as Debenture(s) may be converted, or (ii) if such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on such form as is applicable to register the shares of Common Stock into which the Debenture may be converted that exceed the aggregate number of shares of Common Stock already registered which new Registration Statement shall be filed within 45 days. The above damages shall continue until the obligation is fulfilled and the prospectus contained therein is available for use. Within ten (10) shall be paid within 5 business days after receiving written notice from each 30 day period, or portion thereof, until the Holder, Registration Statement is filed. Failure of the Company to make payment within said 5 business days shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holdersbe considered a default. The Company acknowledges that its failure to file with the SEC, said Registration Statement no later than forty-five (45) calendar days after the Due Date will cause the Initial Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties' good faith effort to qualify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to relieve the Company within five (5) days thereafter. The Company shall use from its best efforts obligations to have such Required Registration Statement, register the Common Stock and each other Registration Statement required to be filed deliver the Common Stock pursuant to the terms of this Purchase WarrantAgreement, declared effective by the SEC as soon as practicable. The Company shall pay Subscription Agreement and the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderDebenture.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and and, as promptly as practicable but in no event later than the Filing Date, file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as Commission a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective in a resale offering to be made on a continuous basis. The Registration Statement shall contain (except if otherwise directed by the SEC and Holders or required in order to address written comments to the prospectus contained therein is available for use. Within ten (10) days after receiving written notice Registration Statement received from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants Commission upon review of such other Holders. The Company shall not Registration Statement) the “Plan of Distribution” section in substantially the form attached as Annex A hereto, as the same may be obligated to any such other Holder unless such other amended in accordance with the provisions of this Agreement; provided, however, that no Holder shall accept be named as an “underwriter” without such offer by notice in writing to the Company within five (5) days thereafterHolder’s express prior written consent. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant Subject to the terms of this Purchase WarrantAgreement, the Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the 1933 Act as promptly as practicable after the filing thereof, but in any event prior to the Effectiveness Date, and shall use its commercially reasonable efforts to keep the initial Registration Statement continuously effective under the 1933 Act until the earliest to occur of the date on which (i) each Holder may sell all Registrable Securities then held by it pursuant to the provisions of Rule 144 without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, and any legend restricting further transfer with regard to such Registrable Securities has been removed, (ii) all Registrable Securities covered by such Registration Statement have been sold by the SEC as soon as practicable. The Company shall pay Holders, (iii) all Registrable Shares have ceased to be outstanding, (iv) all Registrable Securities have been sold in a private transaction in which the costs and expenses thereoftransferor’s rights under this Agreement are not assigned to the transferee of the securities, for one time onlyor (v) with respect to a Holder, which costs and expenses shall include when such Holder ceases to hold Registrable Securities and, with respect to all Holders in the event that the Holders, in the aggregate, beneficially own less than two percent (2%) of the outstanding shares of Common Stock (the “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderEffectiveness Period”).

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and file with the SEC on one occasion at as soon as reasonably possible, but in no event later than five Business Days after filing its sole expenseForm 10-K for the year ended December 31, upon 2002 (the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective "Filing Date"), a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 S-3 (except if available for such a registration and if unavailable, the Company shall is not then eligible to register the for resale of the Registrable Securities on Form S-1 or S-3, in which case such registration shall be on another appropriate form reasonably acceptable in accordance with the Securities Act and the rules promulgated thereunder necessary to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness effect a registration of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering Registrable Securities) for the resale purpose of registering under the Securities Act all of the Registrable Securities has been declared effective for resale by the Holders as selling stockholders thereunder, and shall use its best efforts to cause the SEC and to declare such Registration Statement effective under the prospectus contained therein is available for use. Within ten (10) Securities Act as promptly as practicable, but not later than 120 days after receiving written notice from the Holder, the Company shall give notice to the other Holders of Closing (as defined in the Purchase Warrants advising that Agreement) (the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders"Effectiveness Deadline"). The Company shall not be obligated have the right to permit any such other Holder unless such other Holder shall accept such offer by notice securities, in writing addition to the Registrable Securities, to be included in the Registration Statement. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act (including filing with the SEC a request for acceleration of effectiveness in accordance with Rule 12dl-2 promulgated under the Exchange Act within five (5) days thereafterBusiness Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be "reviewed," or not be subject to further review) as soon as possible after the filing thereof. The Company shall keep such Registration Statement continuously effective under the Securities Act at all times until the earlier of the date (A) on which all the Registrable Securities have been sold, or (B) on which all the Registrable Securities can be sold by all the Holders (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 (the "Effectiveness Period"). If the initial Registration Statement or any subsequent Registration Statement ceases to be effective for any reason as a result of the issuance of a stop order by the SEC at any time during the Effectiveness Period, the Company shall use its best efforts to have such Required Registration Statementobtain the prompt withdrawal of any order suspending the effectiveness thereof, and each other in any event shall within 30 Business Days of such cessation of effectiveness amend such Registration Statement required in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Registration Statement covering all of the Registrable Securities. If such an additional Registration Statement is filed, the Company shall use its best efforts to cause such additional Registration Statement to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay practicable after such filing and to keep such additional Registration Statement continuously effective until the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for end of the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderEffectiveness Period.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the (i) The Company shall prepare and file with the SEC on one occasion at its sole expenseSEC, upon as soon as possible after the written notice Closing Date and no later than thirty (30) days following the Closing Date (the "Required Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investors a sufficient number of shares of Common Stock for the Investors to sell the Registrable Securities (or such lesser number as may be required by the SEC, but in no event less than three hundred percent (300%) of that number of shares of the Holder Company's Common Stock into which the relevant Debentures and all interest thereon through their respective Maturity Dates would be convertible at the time of filing of such Registration Statement (assuming for such purposes that all such Debentures had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such accrual of interest, eligibility or conversion had in fact occurred as of such date) . The Registration Statement (W) shall include the Registrable Securities and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures to prevent dilution resulting from stock splits or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date no later than ninety (90) days after the Closing Date (the "Required Effective Date"). (ii) If at any time commencing six (6) months after an "Increased Registered Shares Date"), the date that this Warrant becomes exercisable and on or before the fifth anniversary date number of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale shares of all of Common Stock represented by the Registrable Securities. The Required Registration Statement shall , issued or to be on Form F-3 if available for such a registration and if unavailableissued as contemplated by the Transaction Agreements, exceeds the aggregate number of shares of Common Stock then registered, the Company shall register shall, within ten (10) business days after receipt of a written notice from any Investor, either (X) amend the resale of relevant Registration Statement filed by the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable Company pursuant to the Holder and undertake preceding provisions of this Section 2, if such Registration Statement has not been declared effective by the SEC at that time, to register one hundred ten percent (110%) of such Registrable Shares, computed as contemplated by the resale of the Registrable Securities on Form F-3 as soon as immediately preceding subparagraph (i), or (Y) if such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement (an "Additional Registration Statement") to register one hundred ten percent (110%) of the shares of Common Stock represented by the Registrable Shares, computed as contemplated by the immediately preceding subparagraph (i), that exceed the aggregate number of shares of Common Stock already registered. The Company will use its reasonable best efforts to cause the amended Registration Statement or the Additional Registration Statement, as the case may be, to be declared effective as promptly as possible and the prospectus contained therein is available for use. Within ten in no event later than (1090) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderIncreased Registered Shares Date.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and within twenty (20) days from the Commencement Date file with the SEC on one occasion at its sole expense, upon a prospectus supplement to the written notice of Shelf Registration Statement specifically relating to the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement Registrable Securities (the “Required Prospectus Supplement”). The Buyers and their counsel shall have had a reasonable opportunity to review and comment upon such Prospectus Supplement prior to its filing with the SEC. The Buyers shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to keep the Shelf Registration Statement”) concerning Statement effective pursuant to Rule 415 promulgated under the resale 1933 Act and available for sales of all of the Registrable SecuritiesSecurities at all times until the earlier of (i) the date on which the Buyers shall have sold, either publicly pursuant to the Registration Statement or pursuant to Rule 144 under the 1933 Act, all the Registrable Securities and no Available Amount remains under the Purchase Agreement, or (ii) the date five (5) years from the date of this Agreement (collectively, the “Registration Period”). In addition, a Buyer’s rights under this Agreement shall terminate if such Buyer can sell all of its Registrable Securities under Rule 144 under the 1933 Act without restriction during any ninety (90) day period. The Required 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 on Form F-3 if 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 such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 in accordance with Rule 430B under the 1933 Act, and (ii) the Company has not received any notice that the SEC has issued or another appropriate form reasonably acceptable intends to issue a stop-order with respect to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided Shelf Registration Statement or that the Company shall maintain SEC otherwise has suspended or withdrawn the effectiveness of all the Shelf Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities Statement, either temporarily or permanently, or intends or has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice threatened in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holderdo so.

Mandatory Registration. Solely in Within thirty (30) days after the event there Closing (or, if the date that is thirty (30) days after the Closing is not then a current registration statement concerning business day, the resale of the Registrable Securitiesnext business day immediately following such date), the Company shall will prepare and file with the SEC a registration statement on one occasion at its sole expenseForm S-3 or any successor form (except that if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, upon then such registration shall be on Form S-1 or any successor form) for the written notice purpose of registering under the Securities Act all of the Holder at any time commencing six (6) months after Registrable Securities for resale by, and for the date that this Warrant becomes exercisable and on or before account of, the fifth anniversary date of the Effective Date, a required registration statement Holders as selling stockholders thereunder (the “Required "Registration Statement”) concerning "). The Registration Statement shall permit the resale of Holders to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Securities. The Required Company agrees to use commercially reasonable efforts to cause the Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 become effective as soon as such form is available, provided that practicable (which shall include using commercially reasonable efforts to promptly respond to any comments of the SEC in respect of the Registration Statement). The Company shall maintain be required to keep the effectiveness of all Registration Statements then in effect Statement effective until such time as a Registration Statement on Form F-3 covering date that is the resale earlier of (i) the date when all of the Registrable Securities has registered thereunder shall have been declared sold, (ii) the date on which all the Registrable Securities either cease to be outstanding or are held by persons who are not affiliates of the Company and may be resold pursuant to Rule 144(k) under the Securities Act, or (iii) the later of two (2) years after the effective by date of the SEC and Registration Statement, or the prospectus contained therein date on which all of the Registrable Securities may be sold pursuant to Rule 144 in a three (3) month period (such date is available for usereferred to herein as the "Mandatory Registration Termination Date"). Within ten (10) days after receiving written notice from the HolderThereafter, the Company shall give notice be entitled to withdraw the other Registration Statement and the Holders shall have no further right to offer or sell any of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed Registrable Securities pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderRegistration Statement (or any prospectus relating thereto).

Mandatory Registration. Solely in No later than 90 days after the event there is not then a current registration statement concerning the resale of the Registrable SecuritiesClosing Date, the Company shall will prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement on Form S-3 (or, if Form S-3 is not then available to the “Required Registration Statement”Company, on such form of registration statement that is then available to effect a registration of all Registrable Shares) concerning for the resale purpose of registering under the Securities Act all of the Registrable SecuritiesShares for resale by, and for the account of, the Holders as selling stockholders thereunder (the "Registration Statement"). The Required Registration Statement shall permit the Holders to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Shares. Such Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Shares. The Company agrees to use commercially reasonable efforts to cause the Registration Statement to become effective as soon as practicable after filing, but in no event later than 180 days after filing. The Company shall be on Form F-3 if available for required to keep the Registration Statement, as amended, effective until such a date that is the earlier of (i) two years after the Closing Date, (ii) the date when all of the Registrable Shares registered thereunder shall have been sold, or (iii) such time as all the Registrable Shares held by the Holders can be sold pursuant to Rule 144(k) and without compliance with the registration and if unavailablerequirements of the Securities Act (such date is referred to herein as the "Mandatory Registration Termination Date"). Thereafter, the Company shall register be entitled to withdraw the resale Registration Statement and the Holders shall have no further right to offer or sell any of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable Shares pursuant to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the (or any prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holdersrelating thereto). The Company shall not be obligated to grant any such other Holder unless such other Holder shall accept such offer by notice in writing registration rights that are pari passu with or senior to the Company within five (5) days thereafterregistration rights of the Holders under this Agreement if such registration rights would adversely affect the Holders' ability to sell Registrable Shares pursuant to the Registration Statement. The Company shall use its best efforts represents that no stockholders other than the Holders have the right to have such Required Registration Statement, and each sell any Common Stock or other Registration Statement required to be filed securities of the Company pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderRegistration Statement.

Mandatory Registration. Solely in (a) As soon as possible following the event there is Closing Date (but not then a current registration statement concerning later than the resale of the Registrable SecuritiesFiling Date), the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, Commission a required registration statement (the “Required Shelf” Registration Statement”) concerning Statement covering the resale of fifty percent (50%) of all of the Registrable SecuritiesSecurities for an offering to be made on a continuous basis pursuant to Rule 415. The Required Such Registration Statement shall be on Form F-3 SB-2 (except if available for such a registration and if unavailable, the Company shall is not then eligible to register the for resale of the Registrable Securities on Form S-1 or SB-2, in which case such registration shall be on another appropriate form reasonably acceptable in accordance herewith to which the Holder Holders consent, which consent may not be unreasonably withheld), and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective contain (except if otherwise directed by the SEC and Holders) the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders “Plan of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. Distribution” attached hereto as Annex A. The Company shall use its best efforts to have cause such Required Registration StatementStatement to be declared effective under the Securities Act as promptly as possible after the filing thereof, and each other in any event prior to the Required Effectiveness Date (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 within three (3) days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement required will not be “reviewed,” or will not be subject to be filed pursuant further review) and shall use its best efforts to keep such Registration Statement continuously effective during the terms of this Purchase Warrant, declared effective by the SEC as soon as practicableEffectiveness Period. The Company shall pay notify each Holder in writing promptly (and in any event within one business day) after receiving notification from the costs Commission that a Registration Statement has been declared effective. For purposes of the obligations of the Company under this Agreement, no Registration Statement shall be considered “effective” with respect to any Registrable Securities unless such Registration Statement lists the Holders of such Registrable Securities as “Selling Stockholders” and expenses thereofincludes such other information as is required to be disclosed with respect to such Holders to permit them to sell their Registrable Securities pursuant to such Registration Statement. Such Registration Statement also shall cover, for one time onlyto the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), which costs and expenses shall include “Blue Sky” fees for counsel for such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderRegistrable Securities.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after on the date that this Warrant becomes exercisable and on or before the fifth anniversary date of until five (5) years from the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 S-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 S-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of this series of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable Effective Date and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 F-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and file with the SEC on one occasion at its sole expenseSEC, upon no later than forty-five (45) calendar days after the written notice Closing Date, a Registration Statement covering a sufficient number of shares of Common Stock for the Initial Investors into which the Warrants, $1,170,000 of Debentures, plus accrued interest, in the total offering would be convertible. In the event the Registration Statement is not filed within forty-five (45) calendar days after the Closing Date, then in such event the Company shall pay the Investor 2% of the Holder face amount of each Debenture for each 30 day period, or portion thereof, after forty-five (45) calendar days following the Closing Date that the Registration Statement is not filed. The Investor is also granted additional Piggy-back registration rights on any other Registration Statement filings made by the Company. Such Registration Statement shall state that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from Stock splits, or stock dividends). If at any time commencing six (6the number of shares of Common Stock into which the Debenture(s) months after may be converted exceeds the date that this Warrant becomes exercisable and on or before the fifth anniversary date aggregate number of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale shares of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailableCommon Stock then registered, the Company shall register shall, within ten (10) business days after receipt of written notice from any Investor, either (i) amend the resale of Registration Statement filed by the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable Company pursuant to the Holder and undertake preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the resale of the Registrable Securities on Form F-3 as soon as Debenture(s) may be converted, or (ii) if such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on such form as is applicable to register the shares of Common Stock into which the Debenture may be converted that exceed the aggregate number of shares of Common Stock already registered. The above damages shall continue until the obligation is fulfilled and the prospectus contained therein is available for use. Within ten (10) shall be paid within 5 business days after receiving written notice from each 30 day period, or portion thereof, until the Holder, Registration Statement is filed. Failure of the Company to make payment within said 5 business days shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holdersbe considered a default. The Company acknowledges that its failure to file with the SEC, said Registration Statement no later than forty-five (45) calendar days after the Closing Date will cause the Initial Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties' good faith effort to qualify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to relieve the Company within five (5) days thereafter. The Company shall use from its best efforts obligations to have such Required Registration Statement, register the Common Stock and each other Registration Statement required to be filed deliver the Common Stock pursuant to the terms of this Purchase WarrantAgreement, declared effective by the SEC as soon as practicable. The Company shall pay Subscription Agreement and the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderDebenture.

Mandatory Registration. Solely in (a) Within thirty (30) days after the event there Closing (or, if the date that is thirty (30) days after the Closing is not then a current registration statement concerning business day, the resale of the Registrable Securitiesnext business day immediately following such date), the Company shall will prepare and file with the SEC a registration statement on one occasion at its sole expenseForm S-3 or any successor form (except that if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, upon then such registration shall be on Form S-1 or any successor form) for the written notice purpose of registering under the Securities Act all of the Holder at any time commencing six (6) months after Registrable Securities for resale by, and for the date that this Warrant becomes exercisable and on or before account of, the fifth anniversary date of the Effective Date, a required registration statement Holders as selling stockholders thereunder (the “Required "Registration Statement”) concerning "). The Registration Statement shall permit the resale of Holders to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Securities. The Required Company agrees to use commercially reasonable efforts to cause the Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 become effective as soon as such form is available, provided that practicable (which shall include using commercially reasonable efforts to respond to any comments of the Company shall maintain SEC in respect of the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten within fifteen (1015) business days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafterfollowing receipt thereof). The Company shall use its best efforts to have such Required Registration Statement, and each other keep the Registration Statement required effective until such date that is the earlier of (i) the date when all of the Registrable Securities registered thereunder shall have been sold or (ii) two (2) years after the Closing, subject to extension as set forth below (such date is referred to herein as the "Mandatory Registration Termination Date"). Thereafter, the Company shall be filed entitled to withdraw the Registration Statement and the Holders shall have no further right to offer or sell any of the Registrable Securities pursuant to the terms Registration Statement (or any prospectus relating thereto). In the event the right of this Purchase Warrantthe selling Holders to use the Registration Statement (and the prospectus relating thereto) is delayed or suspended pursuant to Sections 4(c) or 10 hereof, declared effective if the events described in subsection (a)(i) or (ii) have not yet occurred, the Company shall be required to extend the Mandatory Registration Termination Date by the SEC same number of days as soon such delay or Suspension Period (as practicable. The Company shall pay defined in Section 10 hereof), provided that such delay is not the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for result of the Underwriter and “Blue Sky” filing fees Holders' failure or delay to qualify the Purchase Warrants in those jurisdictions requested by the Holderfurnish information required under Section 5 hereof.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and file with the SEC on one occasion at its sole expenseSEC, upon no later than forty-five (45) calendar days after the written notice Closing Date, a Registration Statement covering a sufficient number of shares of Common Stock for the Initial Investors into which the $2,940,000 of Debentures, plus accrued interest, in the total offering would be convertible. In the event the Registration Statement is not filed within forty-five (45) calendar days after the Closing Date, then in such event the Company shall pay the Investor 2% of the Holder face amount of each Debenture for each 30 day period, or portion thereof, after forty-five (45) calendar days following the Closing Date that the Registration Statement is not filed. The Investor is also granted additional Piggy-back registration rights on any other Registration Statement filings made by the Company. Such Registration Statement shall state that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from Stock splits, or stock dividends). If at any time commencing six (6the number of shares of Common Stock into which the Debenture(s) months after may be converted exceeds the date that this Warrant becomes exercisable and on or before the fifth anniversary date aggregate number of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale shares of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailableCommon Stock then registered, the Company shall register shall, within ten (10) business days after receipt of written notice from any Investor, either (i) amend the resale of Registration Statement filed by the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable Company pursuant to the Holder and undertake preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the resale of the Registrable Securities on Form F-3 as soon as Debenture(s) may be converted, or (ii) if such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on such form as is applicable to register the shares of Common Stock into which the Debenture may be converted that exceed the aggregate number of shares of Common Stock already registered. The above damages shall continue until the obligation is fulfilled and the prospectus contained therein is available for use. Within ten (10) shall be paid within 5 business days after receiving written notice from each 30 day period, or portion thereof, until the Holder, Registration Statement is filed. Failure of the Company to make payment within said 5 business days shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holdersbe considered a default. The Company acknowledges that its failure to file with the SEC, said Registration Statement no later than forty-five (45) calendar days after the Closing Date will cause the Initial Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties' good faith effort to qualify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to relieve the Company within five (5) days thereafter. The Company shall use from its best efforts obligations to have such Required Registration Statement, register the Common Stock and each other Registration Statement required to be filed deliver the Common Stock pursuant to the terms of this Purchase WarrantAgreement, declared effective by the SEC as soon as practicable. The Company shall pay Subscription Agreement and the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderDebenture.

Mandatory Registration. Solely in No later than ninety (90) days from the event there is not then a current registration statement concerning the resale date of the Registrable Securitiesconsummation of the transactions contemplated by the Merger Agreement (the “Filing Deadline”), the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement Registration Statement (the “Required Initial Registration Statement”) concerning covering the resale of all of the Registrable SecuritiesSecurities on a continuous basis pursuant to Rule 415 of the Securities Act. The Required Initial Registration Statement filed hereunder shall be on Form F-3 S-3; provided, that if Form S-3 is not available for such a the registration and if unavailableof the resale of Registrable Securities hereunder, the Company shall (x) register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and (y) undertake to register the resale of the Registrable Securities on Form F-3 S-3 as soon as such form is available, provided provided, that the Company shall maintain the effectiveness of all the Registration Statements Statement then in effect until such time as a Registration Statement on Form F-3 S-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC staff of the SEC. No Shareholder shall be named as an “underwriter” in the Initial Registration Statement without such Shareholder’s prior written consent. Such Initial Registration Statement also shall cover, to the extent allowable under the 1933 Act and the prospectus contained therein rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Initial Registration Statement shall not include any shares of Common Stock or other securities for the account of any other Person (including the Company) without the prior written consent of the Required Shareholders. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(b) to the Shareholders and their counsel prior to its filing or other submission. If (i) the Initial Registration Statement covering the Registrable Securities is available for use. Within ten not filed with the SEC on or prior to the Filing Deadline, or (10ii) days after receiving written notice from prior to the Holdereffective date of the Initial Registration Statement, the Company shall give notice fail to file any pre-effective amendment to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Initial Registration Statement required to be filed by the SEC or otherwise respond to comments from the SEC within thirty (30) days from the date of receipt of such comments (a “Response Failure”), the Company will make payments to each Shareholder, as liquidated damages and not as a penalty, in an amount equal to 0.5% of the aggregate value of the Merger Consideration paid to such Shareholder in exchange for such Shareholder's shares of Mobcrush Stock on the Closing Date pursuant to the terms of this Purchase WarrantMerger Agreement (such amount, declared effective by with respect to each Shareholder, the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel Merger Consideration Amount”) for the Underwriter first 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Initial Registration Statement is filed with respect to the Registrable Securities, or following a Response Failure, as the case may be, and “Blue Sky” filing fees 1.0% of such Shareholder’s Merger Consideration Amount for each 30-day period thereafter or pro rata for any portion thereof for which no Initial Registration Statement is filed with respect to qualify the Purchase Warrants in those jurisdictions requested by Registrable Securities, or following a Response Failure, as the Holdercase may be; provided, that the maximum payments to any Shareholder pursuant to this Section 2(a)(i) shall not exceed 5.0% of such Shareholder’s Merger Consideration Amount. Such payments shall constitute the Shareholders’ exclusive monetary remedy for such events, but shall not affect the right of the Shareholders to seek injunctive relief.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and prepare, and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC a Registration Statement on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning Form S-3 covering the resale of all of the Registrable Securities. The Required Registration Statement In the event that Form S-3 is unavailable for such a registration, the Company shall be on Form F-3 if use such other form as is available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake Required Holders, subject to the provisions of Section 2(c). The Registration Statement prepared pursuant hereto shall register for resale at least the resale number of shares of Common Stock equal to the Required Registration Amount as of the Registrable Securities on Form F-3 as soon as date such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering is initially filed with the resale of all of the Registrable Securities has been declared effective SEC. The Registration Statement shall contain (except if otherwise directed by the SEC Required Holders) the “Selling Stockholders” and “Plan of Distribution” sections in substantially the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. form attached hereto as Exhibit B. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline for such Registration Statement. By 9:30 a.m. on the Business Day immediately following the Effective Date of the applicable Registration Statement, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Registration Statement. Notwithstanding anything to the contrary contained in this Agreement, other than during an Allowable Grace Period (as defined below), the Company shall ensure that, when filed and at all times while effective, each Registration Statement and the prospectus used in connection with such Registration Statement will disclose (whether directly or through incorporation by reference to other SEC filings to the extent permitted) all material information regarding the Company and its securities. In no event shall the Company include any securities other than Registrable Securities and the Placement Agent Warrant Shares (as defined in the Securities Purchase Agreement) on any Registration Statement without the prior written consent of the Required Holders. The Company shall pay not after the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for date hereof until the Underwriter and “Blue Sky” filing fees Effective Date of the Registration Statement required to qualify the Purchase Warrants in those jurisdictions requested by the Holderbe filed pursuant to this Section 2(a) enter into any agreement providing any such right to any of its security holders.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after on the date that this Warrant becomes exercisable and on or before the fifth anniversary date of until five (5) years from the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities; provided, however, that the Company shall not be required to file a Required Registration Statement if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 4.1 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The Required Registration Statement shall be on Form F-3 S-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 S-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.

Mandatory Registration. Solely in Within thirty (30) days after the event there Closing (or, if the date that is thirty (30) days after the Closing is not then a current registration statement concerning business day, the resale of the Registrable Securitiesnext business day immediately following such date), the Company shall will prepare and file with the SEC a registration statement on one occasion at its sole expenseForm S-3 or any successor form (except that if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, upon then such registration shall be on Form S-1 or any successor form) for the written notice purpose of registering under the Securities Act all of the Holder at any time commencing six (6) months after Registrable Securities for resale by, and for the date that this Warrant becomes exercisable and on or before account of, the fifth anniversary date of the Effective Date, a required registration statement Holders as selling stockholders thereunder (the “Required Registration Statement”) concerning ). The Registration Statement shall permit the resale of Holders to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Securities. The Required Company agrees to use commercially reasonable efforts to cause the Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 become effective as soon as such form is available, provided that practicable (which shall include using commercially reasonable efforts to promptly respond to any comments of the SEC in respect of the Registration Statement). The Company shall maintain be required to keep the effectiveness of all Registration Statements then in effect Statement effective until such time as a Registration Statement on Form F-3 covering date that is the resale earlier of (i) the date when all of the Registrable Securities has registered thereunder shall have been declared sold, (ii) the date on which all the Registrable Securities either cease to be outstanding or are held by persons who are not affiliates of the Company and may be resold pursuant to Rule 144(k) under the Securities Act, or (iii) the later of two (2) years after the effective by date of the SEC and Registration Statement, or the prospectus contained therein date on which all of the Registrable Securities may be sold pursuant to Rule 144 in a three (3) month period (such date is available for usereferred to herein as the “Mandatory Registration Termination Date”). Within ten (10) days after receiving written notice from the HolderThereafter, the Company shall give notice be entitled to withdraw the other Registration Statement and the Holders shall have no further right to offer or sell any of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed Registrable Securities pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderRegistration Statement (or any prospectus relating thereto).

Mandatory Registration. Solely in The Company shall file with the event there United States Securities and Exchange Commission ("SEC"), on the date which is on or before forty-five (45) calendar days after the Closing Date (the "FILING DEADLINE") a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a current registration statement concerning of all of the Registrable Securities) covering the resale of the Shares and any Additional Investment Right Shares issued upon exercise of the Additional Investment Rights (the "INITIAL REGISTRATION STATEMENT"). The Registrable SecuritiesSecurities included in the Initial Registration Statement shall be registered on behalf of the Investors as set forth in Section 11(k) hereof. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Initial Investors and their counsel at least 5 Business Days prior to its filing or other submission. If for any reason (including, but not limited to, a determination by the staff of the SEC that all or any portion of the Registrable Securities cannot be included in the Initial Registration Statement (an "SEC Determination")) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities (any such shares that are not included being the "UNCOVERED SHARES"), the Company shall prepare and file with the SEC on one occasion at its sole expenseSEC, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as practicable, but in any event prior to the tenth (10th) Business Day after becoming aware of the existence of any Uncovered Shares (such form is availabledate referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), provided that either (a) an amendment (the Company shall maintain "UNCOVERED SHARES AMENDMENT") to the effectiveness of all Registration Statements then in effect until such time as a Initial Registration Statement on Form F-3 covering the resale of all effecting a registration of the Registrable Securities has been declared effective by Uncovered Shares or (b) a registration statement which registers the SEC Uncovered Shares (the "UNCOVERED SHARES REGISTRATION Statement"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and the prospectus contained therein is available each amendment or supplement thereto, and each request for use. Within ten (10acceleration of effectiveness thereof) days after receiving written notice from the Holder, the Company shall give notice be provided to the Initial Investors and their counsel at least concurrently with its filing or other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereaftersubmission. The Company shall use its best reasonable efforts to have such Required Registration Statement, and cause each other of the Initial Registration Statement required and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to be filed pursuant to the terms of this Purchase Warrant, declared become effective by the SEC as soon as practicable. The Company shall pay practicable after the costs and expenses filing thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.

Mandatory Registration. Solely in (a) Within thirty (30) days after the event there Closing (or, if the date that is thirty (30) days after the Closing is not then a current registration statement concerning business day, the resale of the Registrable Securitiesnext business day immediately following such date), the Company shall will prepare and file with the SEC a registration statement on one occasion at its sole expenseForm S-3 or any successor form (except that if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, upon then such registration shall be on Form S-1 or any successor form) for the written notice purpose of registering under the Securities Act all of the Holder at any time commencing six (6) months after Registrable Securities for resale by, and for the date that this Warrant becomes exercisable and on or before account of, the fifth anniversary date of the Effective Date, a required registration statement Holders as selling stockholders thereunder (the “Required Registration Statement”) concerning ). The Registration Statement shall permit the resale of Holders to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Securities. The Required Company agrees to use commercially reasonable efforts to cause the Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 become effective as soon as such form is available, provided that reasonably practicable (which shall include using commercially reasonable efforts to respond to any comments of the Company shall maintain SEC in respect of the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within within ten (10) business days after receiving written notice from following receipt thereof, unless the HolderSEC conducts a full review, in which case the Company shall give notice use its commercially reasonably efforts to the other Holders respond to any comments of the Purchase Warrants advising that SEC in respect of the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company Registration Statement within five fifteen (515) business days thereafterfollowing receipt thereof). The Company shall use its best commercially reasonable efforts to have such Required Registration Statement, and each other keep the Registration Statement required effective until such date that is the earlier of (i) the date when all of the Registrable Securities registered thereunder shall have been sold or (ii) two (2) years after the Closing, subject to extension as set forth below (such date is referred to herein as the “Mandatory Registration Termination Date”). Thereafter, the Company shall be filed entitled to withdraw the Registration Statement and the Holders shall have no further right to offer or sell any of the Registrable Securities pursuant to the terms Registration Statement (or any prospectus relating thereto). In the event the right of the selling Holders to use the Registration Statement (and the prospectus relating thereto) is delayed or suspended pursuant to Sections 4(c) or 10 hereof, if the events described in clause (i) or (ii) above of this Purchase Warrantsubsection (a)have not yet occurred, declared effective the Company shall be required to extend the Mandatory Registration Termination Date by the SEC same number of days as soon such delay or Suspension Period (as practicable. The Company shall pay defined in Section 10 hereof), provided that such delay is not the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for result of the Underwriter and “Blue Sky” filing fees Holders’ failure or delay to qualify the Purchase Warrants in those jurisdictions requested by the Holderfurnish information required under Section 5 hereof.

Mandatory Registration. Solely in (a) If at anytime on or after December 15, 2005, any Additional Registrable Securities shall not have been registered by the event there is not Company pursuant to Section 2 hereof, then the Holders of at least a current registration statement concerning the resale majority of the Additional Registrable Securities, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice Securities (assuming conversion of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable Amended Notes and on or before the fifth anniversary date exercise of the Effective Date, a required registration statement (Amended Warrants) shall have the “Required Registration Statement”) concerning the resale right by delivery of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable notice to the Holder and undertake Company, to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided request that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement registration on Form F-3 S-3 covering the resale of all of the Additional Registrable Securities, in an amount sufficient to cover the resale of all the Additional Registrable Securities, issuable upon conversion of the Amended Notes and exercise of the Amended Warrants. The date on which the Company receives such notice is referred to herein as the “Demand Date.” In the event that Form S-3 is unavailable and/or inappropriate for such a registration of all the Additional Registrable Securities, the Company shall use such other form or forms as are available and appropriate for such a registration. The Company shall use its commercially reasonable efforts to cause such Additional Registration Statement to be filed under the Securities has been Act as promptly as practicable after receipt of notice of such demand, but in any event prior to 30 days following the Demand Date and to cause such Additional Registration Statement to be declared effective under the Securities Act as promptly as practicable, but in any event prior to 90 days following the Demand Date (the “Demand Effective Date”); provided that, if (1) the Additional Registration Statement is not declared effective by the SEC and Demand Effective Date, (2) the prospectus contained therein is Additional Registration Statement required to be filed by the Company pursuant to this Section 3 shall cease to be available for useuse by any Holder of the Amended Note which is named therein as a selling stockholder for any reason (including, without limitation, by reason of a stop order, a material misstatement or omission in such Additional Registration Statement or the information contained in such Additional Registration Statement having become outdated), or (3) the Company fails, refuses or is otherwise unable timely to issue, the Note Shares and/or Warrant Shares upon conversion of the Amended Notes or upon exercise of the Amended Warrants in accordance with the terms of thereof, respectively, or stock certificates therefor, then the Company shall pay to each Purchaser an amount equal to one percent (1%) per 30-day period of the purchase price paid for the Amended Notes purchased by such Amending Purchaser. Within ten Thereafter, for every 30 days that pass during which any of the events described in clauses (101), (2) days after receiving written notice from and (3) above occurs and is continuing (the Holder“Blackout Period”), the Company shall give notice pay to the other Holders each Amending Purchaser an additional amount equal to one percent (1%) of the Purchase Warrants advising that purchase price paid for the Company is proceeding with Amended Notes purchased by such registration statement Amending Purchaser. Each such payment shall be due within five days of the end of each calendar month of the Blackout Period until the termination of the Blackout Period and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafterafter such termination. Such payments shall be in partial compensation to the Amending Purchaser, and shall not constitute the Purchaser’s exclusive remedy for such events. The Company Blackout Period shall use its best efforts to have such Required terminate upon (x) the effectiveness of the Additional Registration StatementStatement in the case of clauses (1) and (2) above, and each other Registration Statement required to be filed pursuant to (z) delivery of such shares or certificates in the terms case of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holderclause (3) above.

Mandatory Registration. Solely in Within thirty (30) days after the event there is not then a current registration statement concerning the resale of the Registrable SecuritiesClosing Date, the Company shall prepare cause to be prepared and file filed with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning Statement providing for the resale of all of Registrable Securities for an offering to be made by the Registrable SecuritiesHolders on a continuous basis pursuant to Rule 415. The Required Such Registration Statement shall be on Form F-3 S-3 (except if available for such a registration and if unavailable, the Company shall is not then eligible to register the for resale of the Registrable Securities on Form S-1 or S-3, in which case such registration shall be on another appropriate form reasonably acceptable in accordance herewith). The Company shall cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof but in any event within ninety (90) days (one hundred and twenty (120) days if the Registration Statement is reviewed by the SEC) after the Closing Date. The Company shall keep such Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by such Registration Statement have been sold. Reference is made to Registration Default Payments (as such term is defined in the Notes) set forth in Section 14(f) of the Notes and Section 5.4 of the Note and Warrant Purchase Agreement. Notwithstanding anything to the Holder and undertake to register contrary contained herein, if the resale of SEC specifically prohibits the Registration Statement from including all Registrable Securities on Form F-3 as soon as such form is available, (“SEC Guidance”) (provided that the Company shall maintain advocate with the effectiveness SEC for the registration of all or the maximum number of the Registrable Securities permitted by SEC Guidance to be included in such Registration Statement, such maximum number, the “Rule 415 Amount”), then the Company will not be in breach of this provision by following such SEC Guidance, and the Company will file such additional Registration Statements then in effect at the earliest practicable date on which the Company is permitted by SEC Guidance to file such additional Registration Statements related to the Registrable Securities, each registering the Rule 415 Amount, seriatim, until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has have been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holderregistered.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the (i) The Company shall prepare and agrees to file with the SEC a Registration Statement under the 1933 Act on one occasion at its sole expenseForm S-3 no later than March 31, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement 2011 (the “Required Registration StatementFiling Deadline”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the offer and resale of all of the Registrable Securities has been declared effective by on a continuous basis pursuant to Rule 415 (the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter“Initial Registration Statement”). The Company shall use its best commercially reasonable efforts to have such Required Registration Statement, and each other the Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am on the Business Day following the Effective Date, the Company shall file with the SEC in accordance with Rule 424, the final prospectus to be used in connection with sales pursuant to such Registration Statement. The Company shall pay and each Purchaser hereby acknowledge that in accordance with Rule 415 or SEC Guidance, the costs Company may not be allowed to register all of the Registrable Securities in the Initial Registration Statement. Notwithstanding the registration obligations set forth in this Section 2(a)(i), in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Purchasers thereof and expenses thereofuse (i) its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the SEC or (ii) upon the written request of the Required Holders, withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to the Company to register for one time onlyresale the Registrable Securities as a secondary offering. Notwithstanding any other provision of this Agreement and subject to the payment of Liquidated Damages in Section 2(a)(iv), which costs and expenses shall include “Blue Sky” fees for counsel for if any SEC Guidance sets forth a limitation of the Underwriter and “Blue Sky” filing fees number of Registrable Securities or other shares of Common Stock permitted to qualify be registered on a particular Registration Statement as a secondary offering, the Purchase Warrants in those jurisdictions number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced on a pro rata basis. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, if requested by the HolderRequired Holders, the Company will file with the SEC, as promptly as allowed by SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement.

Mandatory Registration. Solely in (a) Within five (5) days after the event there is not then a current registration statement concerning Company receives notice from the resale SEC that it has cleared the Proxy Statement filed by the Company pursuant to Section 7 of the Registrable SecuritiesSecurities Purchase Agreement, or of its decision not to review the Proxy Statement, as the case may be, the Company shall will prepare and file with the SEC a registration statement on one occasion at its sole expenseForm S-3 or any successor form (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, upon in which case such registration shall be on Form S-1 or any successor form) for the written notice purpose of registering under the Securities Act all of the Holder at Registrable Securities for resale by, and for the account of, the Investors as selling stockholders thereunder (the "Registration Statement"); provided, however, that if Nasdaq, the SEC or any time commencing six (6) months other regulatory authority requires the filing of such Registration Statement to be delayed until after the date that this Warrant becomes exercisable Company has obtained the approval of its stockholders to the transactions contemplated by the Securities Purchase Agreement, the Registration Statement shall be filed within five (5) days of obtaining such stockholder approval. In any event, the Registration Statement shall not be declared effective by the SEC until after the Company has obtained such stockholder approval. The Registration Statement shall permit the Investors to offer and sell, on a delayed or before continuous basis pursuant to Rule 415 under the fifth anniversary date of the Effective DateSecurities Act, a required registration statement (the “Required Registration Statement”) concerning the resale of any or all of the Registrable Securities. The Required Company agrees to use commercially reasonable efforts to cause the Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared become effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay be required to keep the costs Registration Statement effective until such date that is the earlier of (i) the date when all of the Registrable Securities registered thereunder shall have been sold or (ii) four (4) years after the Closing, subject to extension as set forth below (such date is referred to herein as the "Mandatory Registration Termination Date"). Thereafter, the Company shall be entitled to withdraw the Registration Statement and expenses thereofthe Investors shall have no further right to offer or sell any of the Registrable Securities pursuant to the Registration Statement (or any prospectus relating thereto). In the event the right of the selling Investors to use the Registration Statement (and the prospectus relating thereto) is delayed or suspended pursuant to Sections 4(c) or 10 hereof, for one time onlyif the events described in subsection (a)(i) or (ii) have not yet occurred, which costs and expenses the Company shall include “Blue Sky” fees for counsel for be required to extend the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested Mandatory Registration Termination Date by the Holdersame number of days as such delay or Suspension Period (as defined in Section 10 hereof).

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and file with the SEC on one occasion at its sole expenseSEC, upon no later than thirty (30) calendar days after the written notice Closing Date, an amendment to the Form S-1 Registration Statement, or a new Registration Statement if required, covering a sufficient number of shares of Common Stock for the Initial Investors into which is not more than $3,800,000 of Debentures in the total offering would be convertible. In the event the amendment is not filed within thirty (30) calendar days after the Closing Date, then in such event the Company shall pay the Investor 2% of the Holder face amount of each Debenture for each 30 day period, or portion thereof, after 30 days following the Closing Date that the Registration Statement is not filed. The Investor is also granted additional Piggyback registration rights on any other Registration Statement filings made by the Company. Such Registration Statement shall state that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from Stock splits, or stock dividends). If at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before number of shares of Common Stock into which the fifth anniversary date Debenture may be converted exceeds the aggregate number of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale shares of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailableCommon Stock then registered, the Company shall register shall, within ten (10) business days after receipt of written notice from any Investor, either (i) amend the resale of Registration Statement filed by the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable Company pursuant to the Holder and undertake preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the resale of the Registrable Securities on Form F-3 as soon as Debenture may be converted, or (ii) if such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form S-1 to register the shares of Common Stock into which the Debenture may be converted that exceed the aggregate number of shares of Common Stock already registered. The above damages shall continue until the obligation is fulfilled and the prospectus contained therein is available for use. Within ten (10) shall be paid within 5 business days after receiving written notice from each 30 day period, or portion thereof, until the Holder, Registration Statement is filed. Failure of the Company to make payment within said 5 business days shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holdersbe considered a default. The Company shall not be obligated acknowledges that its failure to any such other Holder unless such other Holder shall accept such offer by notice in writing to file with the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration StatementSEC, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.said

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and file with the SEC on one occasion at its sole expenseSEC, upon no later than thirty (30) calendar days after the written notice Closing Date, an amendment to the Form S-1 Registration Statement, or a new Registration Statement if required, covering a sufficient number of shares of Common Stock for the Initial Investors into which is not more than $3,800,000 of Debentures in the total offering would be convertible. In the event the amendment is not filed within thirty (30) calendar days after the Closing Date, then in such event the Company shall pay the Investor 2% of the Holder face amount of each Debenture for each 30 day period, or portion thereof, after 30 days following the Closing Date that the Registration Statement is not filed. The Investor is also granted additional Piggyback registration rights on any other Registration Statement filings made by the Company. Such Registration Statement shall state that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from Stock splits, or stock dividends). If at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before number of shares of Common Stock into which the fifth anniversary date Debenture may be converted exceeds the aggregate number of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale shares of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailableCommon Stock then registered, the Company shall register shall, within ten (10) business days after receipt of written notice from any Investor, either (i) amend the resale of Registration Statement filed by the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable Company pursuant to the Holder and undertake preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the resale of the Registrable Securities on Form F-3 as soon as Debenture may be converted, or (ii) if such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form S- 1 to register the shares of Common Stock into which the Debenture may be converted that exceed the aggregate number of shares of Common Stock already registered. The above damages shall continue until the obligation is fulfilled and shall be paid within 5 business days after each 30 day period, or portion thereof, until the prospectus contained therein Registration Statement is available for usefiled. Within ten Failure of the Company to make payment within said 5 business days shall be considered a default. The Company acknowledges that its failure to file with the SEC, said Registration Statement no later than thirty (1030) days after receiving written notice from the HolderClosing Date will cause the Initial Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the Company shall give notice parties agree that it is appropriate to the other Holders of the Purchase Warrants advising include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the Company is proceeding with liquidated damages provision set forth in this section represents the parties' good faith effort to qualify such registration statement damages and, as such, agree that the form and offering to include therein Purchase Warrants amount of such other Holdersliquidated damages are reasonable and will not constitute a penalty. The Company payment of liquidated damages shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to relieve the Company within five (5) days thereafter. The Company shall use from its best efforts obligations to have such Required Registration Statement, register the Common Stock and each other Registration Statement required to be filed deliver the Common Stock pursuant to the terms of this Purchase WarrantAgreement, declared effective by the SEC as soon as practicable. The Company shall pay Subscription Agreement and the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderDebenture.

Mandatory Registration. Solely in The Company agrees that, within forty-five (45) calendar days following the event there is not then Closing Date (the “Filing Deadline”), the Company will file with the SEC (at the Company’s sole cost and expense) a current registration statement concerning on appropriate form registering the resale of the full amount of Shares and Warrant Shares (and any other equity security issued or issuable with respect to the Shares and Warrant Shares by way of share split, dividend, distribution, recapitalization, merger, exchange, or replacement, the “Registrable Securities”) and naming the Purchaser as a selling shareholder thereunder (the “Registration Statement”), and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but in any event no later than ninety (90) calendar days after the Closing Date (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to one hundred twenty (120) calendar days after the Closing Date if the Registration Statement is reviewed by, and comments thereto are provided from, the SEC; provided, further that the Company shall have the Registration Statement declared effective within three (3) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the SEC (the “Staff”) that the Registration Statement will not be “reviewed” or will not be subject to further review. Upon Purchaser’s timely request, the Company shall prepare and file provide a draft of the Registration Statement to Purchaser at least three (3) Business Days in advance of the date of filing the Registration Statement with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Filing Date”), and Purchaser shall provide any comments on the Registration Statement to the Company no later than two (2) Business Days immediately preceding the Filing Date. Upon notification by the SEC that any Registration Statement has been declared effective by the SEC, within two (2) Business Day thereafter, the Company shall file the final prospectus under Rule 424 of the Securities Act. In no event shall the Purchaser be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the SEC requests that Purchaser be identified as a statutory underwriter in the Registration Statement”, Purchaser will have the option, in its sole and absolute discretion, to either (i) concerning have the resale opportunity to withdraw from the Registration Statement, in which case the Company’s obligation to register the Registrable Securities will be deemed satisfied or (ii) be included as such in the Registration Statement. Subject to any comments from the SEC, such Registration Statement shall include the plan of all distribution attached hereto as Exhibit A. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Purchasers beneficially owning (as determined pursuant to Rule 13d-3 under the Exchange Act) a majority of the Registrable Securities. The Required Company shall notify the Purchasers by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after the Registration Statement is declared effective or is supplemented and shall provide the Purchasers with copies of any related prospectus to be on Form F-3 if available for such a registration and if unavailable, used in connection with the Company shall register the resale sale or other disposition of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holdersecurities covered thereby.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and prepare, and, on or prior to May 14, 2000 file (the "FILING DEADLINE") with the SEC a Registration Statement or Registration Statements (as is necessary) on one occasion at its sole expenseForm S-1 (or, upon if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the written notice consent of each Buyer and the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date provisions of the Effective DateSection 2(e), a required registration statement (the “Required Registration Statement”) concerning which consent will not be unreasonably withheld), covering the resale of all of the Registrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Required Such Registration Statement shall initially register for resale at least 1,808,293 shares of Common Stock, subject to adjustment as provided in Section 3(b), and such registered shares of Common Stock shall be allocated among the Investors pro rata based on Form F-3 if available for such the total number of Registrable Securities issued or issuable as of each date that a registration and if unavailableRegistration Statement, the Company shall register as amended, relating to the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafterSEC. The Company shall use its best efforts to have such Required Registration Statement, and each other the Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicablewithin one hundred and twenty (120) days after the issuance of the Preferred Stock (the "REGISTRATION DEADLINE"). The Company shall pay permit the costs and expenses thereofregistration statement to become effective within five (5) business days after receipt of a "no review" notice from the SEC. If the Registration Statement has not been filed by the Filing Deadline and/or the Registration Statement has not been declared effective by the Registration Deadline, then the Company will be liable for one time only, which costs and expenses shall include “Blue Sky” fees for counsel liquidated damages enforceable by the Investor. The liquidated damages will be in the amount of 2% of the purchase price of the outstanding Registrable Securities for the Underwriter first full thirty (30) days beyond such deadlines that the Registration has not been filed and/or declared effective and “Blue Sky” filing fees to qualify 2% for every full 30 day period thereafter until the Purchase Warrants Registration Statement has been filed and/or declared effective. 95 The liquidated damages will be payable in those jurisdictions requested cash or stock by the HolderCompany at the Company's option.

Mandatory Registration. Solely (a) As promptly as possible after the date hereof, and in any event no later than 30 days after the event there is not then a current registration statement concerning date of this Agreement (the resale date which occurs 30 days after the date of the Registrable Securitiesthis Agreement, the “Filing Date”) the Company shall will prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement on Form S-3 (or such other appropriate form) for the “Required Registration Statement”) concerning purpose of registering under the resale of Securities Act all of the Registrable SecuritiesShares for resale by, and for the account of, each Purchaser as an initial selling stockholder thereunder (the “Mandatory Registration Statement”). The Required Mandatory Registration Statement shall be permit the Purchasers to offer and sell, on Form F-3 if available for such a registration and if unavailabledelayed or continuous basis pursuant to Rule 415 under the Securities Act, the Company shall register the resale of the Registrable Securities on Form S-1 any or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Shares. Such Registration Statement also shall cover, to the extent allowable under the Securities has been declared effective by the SEC Act and the prospectus contained therein is available for use. Within ten rules promulgated thereunder (10) days after receiving written notice including Rule 416), such indeterminate number of additional shares of Common Stock resulting from the Holderstock splits, the Company shall give notice stock dividends or similar transactions with respect to the Registrable Shares. Such Registration Statement shall not include any shares of Common Stock or other Holders securities for the account of any other holder without the prior written consent of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other HoldersPurchasers. The Company shall not be obligated agrees to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required cause the Mandatory Registration Statement to be declared effective as soon as possible but in no event later than (the “Mandatory Effective Date”) one hundred and twenty (120) calendar days after the Filing Date (if no SEC review of the Mandatory Registration Statement) or one hundred fifty (150) calendar days after the Filing Date (if there is an SEC review of the Mandatory Registration Statement), and each other Registration Statement required to be filed pursuant to file with the terms SEC, within three (3) Business Days of this Purchase Warrantthe date that the Company is notified (orally or in writing, declared effective whichever is earlier) by the SEC as soon as practicablethat the Mandatory Registration Statement will not be “reviewed” or will not be subject to further review, a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act (an “Acceleration Request”), which request shall request an effective date that is within three (3) Business Days of the date of such request. The Company shall pay notify each Purchaser in writing promptly (and in any event within one (1) Business Day) after the costs Company’s submission of an Acceleration Request to the SEC. The Company shall be required to keep the Mandatory Registration Statement continuously effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which all of the Registrable Shares registered thereunder shall have been sold and expenses thereof(ii) the second (2nd) anniversary of the Mandatory Effective Date; provided, for one time only, which costs and expenses that in either case such date shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested be extended by the Holderamount of time of any Suspension Period. Thereafter, the Company shall be entitled to withdraw the Mandatory Registration Statement and, upon such withdrawal, the Purchasers shall have no further right to offer or sell any of the Registrable Shares pursuant to the Mandatory Registration Statement (or any Prospectus relating thereto).

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and file with the SEC on one occasion at its sole expenseSEC, upon no later than thirty (30) calendar days after the written notice Closing Date, an amendment to the Form S-1 Registration Statement, or a new Registration Statement if required, covering a sufficient number of shares of Common Stock for the Initial Investors into which is not more than $3,800,000 of Debentures in the total offering would be convertible. In the event the amendment is not filed within thirty (30) calendar days after the Closing Date, then in such event the Company shall pay the Investor 2% of the Holder face amount of each Debenture for each 30 day period, or portion thereof, after 30 days following the Closing Date that the Registration Statement is not filed. The Investor is also granted additional Piggyback registration rights on any other Registration Statement filings made by the Company. Such Registration Statement shall state that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from Stock splits, or stock dividends). If at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before number of shares of Common Stock into which the fifth anniversary date Debenture may be converted exceeds the aggregate number of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale shares of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailableCommon Stock then registered, the Company shall register shall, within ten (10) business days after receipt of written notice from any Investor, either (i) amend the resale of Registration Statement filed by the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable Company pursuant to the Holder and undertake preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the resale of the Registrable Securities on Form F-3 as soon as Debenture may be converted, or (ii) if such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form S-1 to register the shares of Common Stock into which the Debenture may be converted that exceed the aggregate number of shares of Common Stock already registered. The above damages shall continue until the obligation is fulfilled and shall be paid within 5 business days after each 30 day period, or portion thereof, until the prospectus contained therein Registration Statement is available for usefiled. Within ten Failure of the Company to make payment within said 5 business days shall be considered a default. The Company acknowledges that its failure to file with the SEC, said Registration Statement no later than thirty (1030) days after receiving written notice from the HolderClosing Date will cause the Initial Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the Company shall give notice parties agree that it is appropriate to the other Holders of the Purchase Warrants advising include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the Company is proceeding with liquidated damages provision set forth in this section represents the parties' good faith effort to qualify such registration statement damages and, as such, agree that the form and offering to include therein Purchase Warrants amount of such other Holdersliquidated damages are reasonable and will not constitute a penalty. The Company payment of liquidated damages shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to relieve the Company within five (5) days thereafter. The Company shall use from its best efforts obligations to have such Required Registration Statement, register the Common Stock and each other Registration Statement required to be filed deliver the Common Stock pursuant to the terms of this Purchase WarrantAgreement, declared effective by the SEC as soon as practicable. The Company shall pay Subscription Agreement and the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderDebenture.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and file with the SEC on one occasion at its sole expenseSEC, upon no later than sixty (60) calendar days after the written notice Closing Date, a Registration Statement covering a sufficient number of shares of Common Stock for the Initial Investors into which the $2,000,000 of Debentures, plus accrued interest, in the total offering would be convertible. In the event the Registration Statement is not filed within sixty (60) calendar days after the Closing Date, then in such event the Company shall pay the Investor 2% of the Holder face amount of each Debenture for each 30 day period, or portion thereof, after 60 days following the Closing Date that the Registration Statement is not filed. The Investor is also granted additional Piggy-back registration rights on any other Registration Statement filings made by the Company. Such Registration Statement shall state that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from Stock splits, or stock dividends). If at any time commencing six (6the number of shares of Common Stock into which the Debenture(s) months after may be converted exceeds the date that this Warrant becomes exercisable and on or before the fifth anniversary date aggregate number of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale shares of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailableCommon Stock then registered, the Company shall register shall, within ten (10) business days after receipt of written notice from any Investor, either (i) amend the resale of Registration Statement filed by the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable Company pursuant to the Holder and undertake preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the resale of the Registrable Securities on Form F-3 as soon as Debenture(s) may be converted, or (ii) if such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form S-1 to register the shares of Common Stock into which the Debenture may be converted that exceed the aggregate number of shares of Common Stock already registered. The above damages shall continue until the obligation is fulfilled and shall be paid within 5 business days after each 30 day period, or portion thereof, until the prospectus contained therein Registration Statement is available for usefiled. Within ten Failure of the Company to make payment within said 5 business days shall be considered a default. The Company acknowledges that its failure to file with the SEC, said Registration Statement no later than sixty (1060) days after receiving written notice from the HolderClosing Date will cause the Initial Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the Company shall give notice parties agree that it is appropriate to the other Holders of the Purchase Warrants advising include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the Company is proceeding with liquidated damages provision set forth in this section represents the parties' good faith effort to qualify such registration statement damages and, as such, agree that the form and offering to include therein Purchase Warrants amount of such other Holdersliquidated damages are reasonable and will not constitute a penalty. The Company payment of liquidated damages shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to relieve the Company within five (5) days thereafter. The Company shall use from its best efforts obligations to have such Required Registration Statement, register the Common Stock and each other Registration Statement required to be filed deliver the Common Stock pursuant to the terms of this Purchase WarrantAgreement, declared effective by the SEC as soon as practicable. The Company shall pay Subscription Agreement and the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderDebenture.

Mandatory Registration. Solely in (a) On or before the event there is not then a current registration statement concerning the resale of the Registrable SecuritiesFiling Deadline, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as Commission a Registration Statement on Form F-3 S-3 as a "shelf" registration statement under Rule 415 covering the resale of at least 4,500,000 shares of Registrable Securities (such number subject to equitable adjustment for the events specified in Section 6 of the Certificate of Designation) then issuable on conversion of the Preferred Shares and exercise of the Warrants. The Registration Statement shall state, to the extent permitted by Rule 416 under the Securities Act, that it also covers such indeterminate number of shares of Common Stock as may be required to effect conversion of the Preferred Shares or exercise of the Warrants, as the case may be, to prevent dilution resulting from stock splits, stock dividends or similar events. The amount of Registrable Securities registered pursuant 3 to this paragraph (a) shall be allocated among the Holder in same proportion as the number of Preferred Shares purchased by each Holder under the Stock Purchase Agreement bears to the aggregate number of Preferred Shares purchased by all of the Holders thereunder; and any increase to the number of Registrable Securities has been declared effective registered pursuant to this Agreement shall be allocated among the Holders in same proportion as the number of Registrable Securities issuable to each Holder upon conversion of the Preferred Shares and exercise of the Warrants held by such Holder at the SEC time of such increase (assuming for such purpose that such conversion or exercise were to occur as of the time of such increase and the prospectus contained therein is available for use. Within ten (10without regard to any restriction or limitation on such conversion or exercise) days after receiving written notice from the Holder, the Company shall give notice bears to the other Holders aggregate number of Registrable Securities issuable to all of the Purchase Holders upon conversion of the Preferred Shares and exercise of the Warrants advising that held by such Holders at the Company is proceeding with such registration statement and offering to include therein Purchase Warrants time of such other Holdersincrease (assuming for such purpose that such conversion or exercise were to occur as of the time of such increase and without regard to any restriction or limitation on such conversion or exercise). The Company shall not be obligated amount of registered Registrable Securities that is allocated to any a Holder as provided herein is referred to herein as such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder's "Allocated Registered Amount".

Mandatory Registration. Solely in The Company shall file with the event there United States Securities and Exchange Commission ("SEC"), on the date which is on or before thirty (30) calendar days after the Closing Date (the "FILING DEADLINE") a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a current registration statement concerning of all of the Registrable Securities) covering the resale of the Shares and any Additional Investment Right Shares issued upon exercise of the Additional Investment Rights (the "INITIAL REGISTRATION STATEMENT"). The Registrable SecuritiesSecurities included in the Initial Registration Statement shall be registered on behalf of the Investors as set forth in Section 11(k) hereof. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Initial Investors and their counsel at least 2 Business Days prior to its filing or other submission. If for any reason (including, but not limited to, a determination by the staff of the SEC that all or any portion of the Registrable Securities cannot be included in the Initial Registration Statement (an "SEC Determination")) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities (any such shares that are not included being the "UNCOVERED SHARES"), the Company shall prepare and file with the SEC on one occasion at its sole expenseSEC, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as practicable, but in any event prior to the tenth (10th) Business Day after becoming aware of the existence of any Uncovered Shares (such form is availabledate referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), provided that either (a) an amendment (the Company shall maintain "UNCOVERED SHARES AMENDMENT") to the effectiveness of all Registration Statements then in effect until such time as a Initial Registration Statement on Form F-3 covering the resale of all effecting a registration of the Registrable Securities has been declared effective by Uncovered Shares or (b) a registration statement which registers the SEC Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and the prospectus contained therein is available each amendment or supplement thereto, and each request for use. Within ten (10acceleration of effectiveness thereof) days after receiving written notice from the Holder, the Company shall give notice be provided to the Initial Investors and their counsel at least concurrently with its filing or other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereaftersubmission. The Company shall use its best reasonable efforts to have such Required Registration Statement, and cause each other of the Initial Registration Statement required and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to be filed pursuant to the terms of this Purchase Warrant, declared become effective by the SEC as soon as practicable. The Company shall pay practicable after the costs and expenses filing thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.

Mandatory Registration. Solely in Within ten (10) business days after the event there is not then a current registration statement concerning the resale date of the Registrable Securitiesthis Agreement, the Company shall will prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (on Form S-3 for the “Required Registration Statement”) concerning purpose of registering under the resale of Securities Act all of the Registrable SecuritiesShares for resale by, and for the account of, the Stockholders as selling stockholders thereunder (the "INITIAL REGISTRATION STATEMENT"). The Required Initial Registration Statement shall permit the Stockholders to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Shares. Attached as SCHEDULE A hereto is a list of the Stockholders who shall be on Form F-3 initially named as selling stockholders in the Initial Registration Statement. The Company agrees to use its reasonable best efforts to cause the Registration Statement to become effective as soon as practicable after filing with the SEC. The Company shall be required to keep the Initial Registration Statement effective until such date that is the earlier of (i) the date when all of the Registrable Shares registered thereunder shall have been sold or (ii) the second anniversary of the Closing plus the aggregate amount of days, if available for any, that the Company has implemented Suspension Period(s) (as hereinafter defined) as further provided in Section 9 (such a registration and if unavailabledate is referred to herein as the "MANDATORY REGISTRATION TERMINATION DATE"). Thereafter, the Company shall register be entitled to withdraw the resale Initial Registration Statement and the Stockholders shall have no further right to offer or sell any of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable Shares pursuant to the Holder Initial Registration Statement (or any prospectus relating thereto). Notwithstanding the foregoing, in no event shall the Company be required to file the Initial Registration Statement unless and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that until the Company shall maintain have received all information relating to the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering Target and the resale of all of the Registrable Securities has been declared effective Stockholders reasonably requested by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement or otherwise required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holderincluded therein.

Mandatory Registration. Solely in If Requisite Holders shall give written notice to the event there is not then Company at any time within the period (the "Registration Period") commencing after the consummation of the Offering and terminating at the expiration of the earliest to occur of (a) the sale of all the Registrable Securities pursuant to a current registration statement concerning filed in connection with the resale registration rights set forth in this Agreement or (b) the receipt by the holder(s) of opinion(s) from counsel that the Registrable Securities may be publicly sold pursuant to Rule 144(k) of the Rules and Regulations of the Act and applicable state securities registration requirements without any limitation on the amount of Registrable SecuritiesSecurities sold, to the effect that such Holder contemplates the transfer of all or any part of his or her Registrable Securities under such circumstances that a public distribution (within the meaning of the Act) of Registrable Securities will be involved, then within one hundred and twenty (120) days after receipt of such notice, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at either a post-effective amendment to any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required existing applicable registration statement (or a new registration statement pursuant to the “Required Registration Statement”) concerning Securities Act, to the resale of all of end that the Registrable Securities. The Required Registration Statement Securities may be sold under the Securities Act as promptly as practicable thereafter, and the Company will-use its best efforts to cause such post-effective amendment or new registration statement to become effective, provided that such Holder shall furnish the Company with appropriate information (relating to the intentions of such Holder, including the number of Registrable Securities to be on Form F-3 if available for such a registration registered and if unavailable, the intended method of distribution thereof) in connection therewith as the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then request in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for usewriting. Within ten (10) days after receiving written any notice from the Holderpursuant to this Section 1.2, the Company shall give written notice to the other Holders of the Purchase Warrants Registrable Securities, advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants the Registrable Securities of such other Holders. The Holder, provided that within thirty (30) days after the date on which the Company shall not be obligated to any such other Holder unless such other Holder have given notice, the Holders shall accept such offer by notice notify the Company in writing that they desire to have their Registrable Securities included in such registration statement and shall promptly furnish the Company with such appropriate information (relating to the Company within five (5intentions of such Holders, including the number of Registrable Securities to be registered and the intended method of distribution thereof) days thereafter. The in connection therewith as the Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants reasonably request in those jurisdictions requested by the Holderwriting.

Mandatory Registration. Solely in If, at any time during the event there Demand Registration Period, the Company receives a written notice (the "Demand Notice", and the date of Company's receipt of the Demand Notice, "Demand Notice Date") from any of the Shareholders, and so long as the Demand Registration Conditions have been satisfied as of such Demand Notice Date, the Company will prepare and file with the Commission a Registration Statement covering the resale from time to time of all Registrable Securities for an offering to be made on a continuous and/or delayed basis pursuant to Rule 415 or the equivalent thereof under Canadian securities laws, as applicable (the "Shelf Registration Statement"). The Registration Statement may be on either Form F-10 or Form F-3 or S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on either such form, in which case such registration will be on Form F-1 or S-1, and if for any reason the Company is not then eligible to register for resale the Registrable Securities on Form F-1 or S-1, then on such other form of Shelf Registration Statement as is then available to effect a current registration statement concerning the for resale of the Registrable Securities) and will contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) a "Plan of Distribution" section, substantially in the form attached hereto as Annex A, as the same may be amended in accordance with the provisions of this Agreement, provided that if the Company is then a WKSI as of the applicable filing date, such Shelf Registration Statement shall be an automatic Shelf Registration Statement. As permitted under the MJDS, any such Registration Statement that is filed on Form F-10 (an "MJDS Registration Statement") may refer to selling securityholders generically, in contemplation of the filing, following the effectiveness of such Registration Statement, of a prospectus supplement to the prospectus included therein (the "MJDS Prospectus Supplement"), naming the selling Holders on the basis of the information provided in the Selling Holder Questionnaire. The Company will use its reasonable best efforts to cause the Registration Statement to be declared or otherwise become effective under the Securities Act and, in the case of an MJDS Registration Statement, the Company shall prepare file the MJDS Prospectus Supplement, as soon as possible but, in any event, no later than the Effectiveness Deadline, and file with will use its reasonable best efforts to keep the SEC on one occasion at its sole expenseRegistration Statement (or a Subsequent Shelf) continuously effective under the Securities Act from the date of effectiveness of such Registration Statement until such date when all Registrable Securities covered by the Registration Statement cease to be Registrable Securities as determined by the counsel to the Company (the "Effectiveness Period"). For purposes of this Agreement, upon the written notice "Demand Registration Conditions" means (A) as of the Holder at any time commencing six applicable Demand Notice Date, the Common Shares are listed on a Trading Market in the United States; and (6B) months after the date that this Warrant becomes exercisable and on or before prior to the fifth anniversary date of the Effective Demand Notice Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register have received (or caused to be prepared) audited financial statements of Success TMS to the resale extent such audited financial statements are required by applicable U.S. securities laws, rules and regulations (including, but not limited to, Rule 3-05 of Regulation S-X under the Securities Act) for the filing of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required applicable Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after on the date that this Warrant becomes exercisable and on or before until five (5) years from the fifth anniversary date of the Effective Initial Exercise Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 S-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 S-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include reasonable “Blue Sky” fees for counsel for the Underwriter Placement Agent and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.

Mandatory Registration. Solely in The Company shall, within thirty (30) calendar days from the event there is not then a current registration statement concerning the resale of the Registrable Securitiesdate hereof, the Company shall prepare and file with the SEC on one occasion at its sole expensean initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable regulations and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning interpretations so as to permit the resale of all such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Registrable SecuritiesCompany’s Common Stock then available for issuance in its Certificate of Incorporation. The Required Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement shall be on Form F-3 if available for and any amendment or supplement to such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering and any related prospectus prior to its filing with the resale of all of the Registrable Securities has been declared effective by the SEC SEC, and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice due consideration to the other Holders of the Purchase Warrants advising that all reasonable comments. The Investor shall furnish all information reasonably requested by the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafterfor inclusion therein. The Company shall use its best efforts efforst to have such Required Registration Statement, and each other the Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, and any amendment declared effective by the SEC at the earliest possible date. If the Registration Statement is not declared effective by the SEC within ninety (90) calendar days from the date hereof, then the outstanding balance of the Note shall immediately and automatically increase to a maximum of 120% of the outstanding balance of the Note immediately prior to the 91st calendar day from the date hereof as soon as practicablefollows: 1% per calendar day, beginning on the 91st calendar day from the date hereof and ending on the 111th calendar day from the date hereof (the “Extension Period”), provided that if the Registration Statement is declared effective during the Extension Period, then the aforementioned penalty shall cease to accrue further. The Company shall pay keep the costs Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel available for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested resale by the HolderInvestor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “Registration Period”). 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 in which they were made, not misleading.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and prepare, and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC a Registration Statement on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning Form S-3 covering the resale of all of the Registrable Securities. The Required Registration Statement In the event that Form S-3 is unavailable for such a registration, the Company shall be on Form F-3 if use such other form as is available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake Required Holders, subject to the provisions of Section 00. The Registration Statement prepared pursuant hereto shall register for resale at least the resale number of shares of Common Stock equal to the Required Registration Amount as of the Registrable Securities on Form F-3 as soon as date such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering is initially filed with the resale of all of the Registrable Securities has been declared effective SEC. The Registration Statement shall contain (except if otherwise directed by the SEC Required Holders) the “Selling Stockholders” and “Plan of Distribution” sections in substantially the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. form attached hereto as Exhibit B. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline for such Registration Statement. By 9:30 a.m. on the Business Day immediately following the Effective Date of the applicable Registration Statement, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Registration Statement. Notwithstanding anything to the contrary contained in this Agreement, other than during an Allowable Grace Period (as defined below), the Company shall ensure that, when filed and at all times while effective, each Registration Statement and the prospectus used in connection with such Registration Statement will disclose (whether directly or through incorporation by reference to other SEC filings to the extent permitted) all material information regarding the Company and its securities. In no event shall the Company include any securities other than Registrable Securities and the Placement Agent Warrant Shares (as defined in the Securities Purchase Agreement) on any Registration Statement without the prior written consent of the Required Holders. The Company shall pay not after the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for date hereof until the Underwriter and “Blue Sky” filing fees Effective Date of the Registration Statement required to qualify the Purchase Warrants in those jurisdictions requested by the Holderbe filed pursuant to this Section 00 enter into any agreement providing any such right to any of its security holders.

Mandatory Registration. Solely in (i) The Company shall use its reasonable best efforts to file by the event there is not then 45th day following the Closing (such date, the “Filing Deadline”), with the SEC, a current registration statement concerning on Form S-1 or such other SEC form which the Company is eligible to use with respect to the resale of the Registrable Securitiesfrom time to time, the Company shall prepare and file with the SEC on one occasion at its sole expensewhether underwritten or otherwise, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated use Form S-3, if it is then eligible to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafteruse Form S3. The Company shall use its reasonable best efforts to have promptly respond to all SEC comments, if any, related to such Required Registration Statementregistration statement but in any event within two (2) weeks of the receipt thereof, and each other Registration Statement required shall use its reasonable best efforts to obtain all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all of the Holders’ Registrable Securities, including causing such registration statement to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicablepracticable after filing and no later than the Effectiveness Deadline. The Company shall pay use its reasonable best efforts to maintain the costs effectiveness of the registration effected pursuant to this Section 2.1(b) at all times. The registration contemplated by this Section 2.1(b) is referred to herein as the “Mandatory Registration.” The Mandatory Registration shall be filed with the SEC in accordance with and expenses thereofpursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect) (a “Shelf Registration”). So long as any such Shelf Registration is effective as required herein and in compliance with the Securities Act and is usable for resale of Registrable Securities, for one time onlythe Holders shall be entitled to demand any number of takedowns (including underwritten takedowns) provided that (i) the Registrable Securities requested to be included in such underwritten takedown constitute at least 25% of the Registrable Securities then outstanding or (ii) the anticipated aggregate offering price based on the then-current market prices, which costs net of underwriting discounts and expenses commissions, would exceed $2,500,000 from the Shelf Registration. In connection with any such takedown, the Company shall include “Blue Sky” fees for counsel for take all customary and reasonable actions that the Underwriter and “Blue Sky” filing fees Company would take in connection with an underwritten registration pursuant to qualify Section 2.1(a) or Section 2.3 (including, without limitation, all actions referred to in Section 2.5 necessary to effectuate such sale in the Purchase Warrants in those jurisdictions requested manner determined by the Holders of at least a majority of the Registrable Securities to be included in such underwritten takedown). The Company shall use its reasonable best efforts to cause the registration statement or statements filed hereunder to remain effective until such date (the “Shelf Termination Date”) that is the earlier of (i) the date on which all Registrable Securities included in the registration statement shall have been sold or shall have otherwise ceased to be Registrable Securities and (ii) the date that all Registrable Securities covered by such registration statement may be sold without volume or manner of sale restrictions under Rule 144 (after taking into account any Holder’s status as an Affiliate of the Company) for purposes of Rule 144 and without the requirement for compliance by the Company with the current public information requirements under Rule 144(c)(1) or, if applicable, Rule 144(i)(2), as determined by counsel to the Company (the “Effectiveness Period”). In the event the Mandatory Registration must be effected on Form S-1 or any similar long-form registration as the Company may elect or is required to use, such registration shall nonetheless be filed as a Shelf Registration and the Company shall use all reasonable best efforts to keep such registration current and effective, including by filing periodic post-effective amendments to update the information therein, including the financial statements contained in such registration statement in accordance with Regulation S-X promulgated under the Securities Act until the Shelf Termination Date. The Company shall not include in the Mandatory Registration any securities which are not Registrable Securities without the prior written consent of the Holders of at least a majority of the Registrable Securities included in such registration. The Company shall request effectiveness of a Registration Statement as of 5:00 P.M. New York City time on a Business Day. The Company shall promptly notify the Holders via facsimile or electronic mail in a “.pdf” format data file of the effectiveness of a Registration Statement within one (1) Business Day of the Effective Date. The Company shall, by 9:30 A.M. New York City time on the first Business Day after the Effective Date, file a final Prospectus with the Commission, as required by Rule 424(b).

Mandatory Registration. Solely No later than June 30, 2018 (such date, except as noted in the event there is not then a current registration statement concerning first proviso below, the resale of the Registrable Securities“Mandatory Shelf Filing Date”), the Company shall prepare and use its commercially reasonable efforts to file a registration statement with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be Commission on Form F-3 if available S-3 under the Securities Act providing for such a registration and if unavailableresale, on a continuous or delayed basis and from time to time pursuant to Rule 415 under the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is availableAct, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective then outstanding; provided, however, that if the Company is not eligible to file and use a Form S-3 to register resales by the SEC Purchasers of Registrable Securities 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 prospectus contained therein is available for use. Within ten Purchasers of Registrable Securities on a continuous or delayed basis (10including a Form S-1) days after receiving written notice from and in such cases the HolderMandatory Shelf Filing Date shall be deemed to be July 15, 2018; provided, further, that if the Company has filed the registration statement on a form other than Form S-3 and subsequently becomes eligible to use Form S-3 or any equivalent or successor form or forms, the Company shall give notice may elect, in its sole discretion, to (i) file a post-effective amendment to the other Holders of the Purchase Warrants advising that the Company is proceeding with registration statement converting such registration statement to a registration statement on Form S-3 or any equivalent or successor form or forms or (ii) withdraw such registration statement and offering to include therein Purchase Warrants of file a registration statement on Form S-3 or any equivalent or successor form or forms, (the registration statement on such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to form, as amended or supplemented, the Company within five (5) days thereafter“Registration Statement”). The Company shall use its best commercially reasonable efforts to have such Required Registration Statement, and each other cause the Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective under the Securities Act by the SEC Commission as soon as practicablereasonably practicable after the Mandatory Shelf Filing Date. The Company shall pay use its commercially reasonable efforts to keep the costs Registration Statement continuously effective under the Securities Act until the earlier of (A) the date when all of the Registrable Securities covered by such Registration Statement have been sold, and expenses thereof(B) the date on which all of the Purchased Shares cease to be Registrable Securities hereunder (such period, for one time onlythe “Effectiveness Period”). The Registration Statement when effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which costs and expenses a statement is made). As soon as practicable following the date that the Registration Statement becomes effective, but in any event within two (2) Business Days of such date, the Company shall include “Blue Sky” fees for counsel for provide the Underwriter and “Blue Sky” filing fees to qualify Holders with written notice of the Purchase Warrants in those jurisdictions requested by effectiveness of the HolderRegistration Statement.

Mandatory Registration. Solely in (a) By the event there later to occur of (i) thirty (30) days after the Closing (or, if the date that is thirty (30) days after the Closing is not then a current registration statement concerning business day, the resale of the Registrable Securitiesnext business day immediately following such date) or (ii) November 15, 2003, the Company shall will prepare and file with the SEC a registration statement on one occasion at its sole expense, upon Form S-2 for the written notice purpose of registering under the Securities Act all of the Holder at any time commencing six (6) months after Registrable Securities for resale by, and for the date that this Warrant becomes exercisable and on or before account of, the fifth anniversary date of the Effective Date, a required registration statement Holders as selling stockholders thereunder (the “Required Registration Statement”) concerning ). The Registration Statement shall permit the resale of Holders to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Securities. The Required Company agrees to use commercially reasonable efforts to cause the Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 become effective as soon as such form is available, provided that reasonably practicable (which shall include using commercially reasonable efforts to respond to any comments of the Company shall maintain SEC in respect of the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within within ten (10) business days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafterfollowing receipt thereof. The Company shall use its best commercially reasonable efforts to have such Required Registration Statement, and each other keep the Registration Statement required effective until such date that is the earlier of (i) the date when all of the Registrable Securities registered thereunder shall have been sold or (ii) two (2) years after the Closing, subject to extension as set forth below (such date is referred to herein as the “Mandatory Registration Termination Date”). Thereafter, the Company shall be filed entitled to withdraw the Registration Statement and the Holders shall have no further right to offer or sell any of the Registrable Securities pursuant to the terms Registration Statement (or any prospectus relating thereto). In the event the right of the selling Holders to use the Registration Statement (and the prospectus relating thereto) is delayed or suspended pursuant to Sections 4(c) or 10 hereof, if the events described in clause (i) or (ii) above of this Purchase Warrantsubsection (a) have not yet occurred, declared effective the Company shall be required to extend the Mandatory Registration Termination Date by the SEC same number of days as soon such delay or Suspension Period (as practicable. The Company shall pay defined in Section 10 hereof), provided that such delay is not the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for result of the Underwriter and “Blue Sky” filing fees Holders’ failure or delay to qualify the Purchase Warrants in those jurisdictions requested by the Holderfurnish information required under Section 5 hereof.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the 7.1.1 The Company shall prepare and file with file, on the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth month anniversary date of the Effective Closing Date, with the Commission a required registration statement (the “Required shelf” Registration Statement”) concerning the Statement covering all Registrable Securities for a secondary or resale of all of the Registrable Securitiesoffering to be made on a continuous basis pursuant to Rule 415. The Required Registration Statement shall be on Form F-3 S-3 (or if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is not available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafteron another form appropriate for such registration in accordance herewith). The Company shall use its best efforts to have such Required Registration Statement, and each other cause the Registration Statement to be declared effective under the Securities Act within ninety (90) days of the filing (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) business days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or not be subject to further review) and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold, (y) two (2) years from the effective date of the Registration Statement or (z) with respect to the Investor, such time as all Registrable Securities held by the Investor may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). For purposes of the obligations of the Company under this Agreement, no Registration Statement shall be considered “effective” with respect to any Registrable Securities unless such Registration Statement lists the Investor as “Selling Stockholders” and includes such other information as is required to be filed disclosed with respect to Investor to permit it to sell its Registrable Securities pursuant to such Registration Statement. Upon the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses initial filing thereof, for one time onlythe Registration Statement shall cover at least 100% of the Purchased Shares and 100% of the Warrant Shares. Such Registration Statement also shall cover, which costs to the extent allowable under the Securities Act and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to qualify the Purchase Warrants in those jurisdictions requested by the HolderRegistrable Securities.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the (a) The Company shall prepare and not later than the Registration Date file with the SEC on one occasion at its sole expense, upon to register for resale under the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of Securities Act the Registrable Securities on Form S-1 held by (or another appropriate form reasonably acceptable then issuable to) the Holders for sale pursuant to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other HoldersMandatory Registration. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall will use its best efforts to have such Required the Mandatory Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon thereafter as is practicable. The Company agrees to use its best efforts to keep the Mandatory Registration Statement continuously effective until the third anniversary of the Mandatory Registration Statement's effective date with the SEC or such shorter period that will terminate when all of the Registrable Securities covered by the Mandatory Registration Statement have been sold pursuant to the Mandatory Registration Statement. The Company further agrees to supplement or amend the Mandatory Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Mandatory Registration Statement or by the 1993 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by Holders with respect to information relating to such Holders, and to use its best efforts to cause any such amendment to become effective and such Mandatory Registration Statement to become usable as soon as thereafter practicable. The Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. Notwithstanding anything to the contrary contained herein, the Company's obligation above shall pay extend only to the costs inclusion of the Registrable Securities in a registration statement filed under the Securities Act. The Company shall have no obligation to assure the terms and expenses thereofconditions of distribution, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel to obtain a commitment from an underwriter relative to the sale of the Registrable Securities or to otherwise assume any responsibility for the Underwriter and “Blue Sky” filing fees to qualify manner, price or terms of the Purchase Warrants in those jurisdictions requested by distribution of the HolderRegistrable Securities.

Mandatory Registration. Solely in (i) The Company shall use its reasonable best efforts to file by the event there is not then 45th day following the Closing (such date, the “Filing Deadline”), with the SEC, a current registration statement concerning on Form S-1 or such other SEC form which the Company is eligible to use with respect to the resale of the Registrable Securitiesfrom time to time, the Company shall prepare and file with the SEC on one occasion at its sole expensewhether underwritten or otherwise, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated use Form S-3, if it is then eligible to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafteruse Form S-3. The Company shall use its reasonable best efforts to have promptly respond to all SEC comments, if any, related to such Required Registration Statementregistration statement but in any event within two weeks of the receipt thereof, and each other Registration Statement required shall use its reasonable best efforts to obtain all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all of the Holders’ Registrable Securities, including causing such registration statement to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicablepracticable after filing and no later than the Effectiveness Deadline. The Company shall pay use its reasonable best efforts to maintain the costs effectiveness of the registration effected pursuant to this Section 2.1(a) at all times. The registration contemplated by this Section 2.1(a) is referred to herein as the “Mandatory Registration.” The Mandatory Registration shall be filed with the SEC in accordance with and expenses thereofpursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect) (a “Shelf Registration”). So long as any such Shelf Registration is effective as required herein and in compliance with the Securities Act and is usable for resale of Registrable Securities, for one time onlythe Holders shall be entitled to demand any number of takedowns (including underwritten takedowns, which costs provided that (i) the Registrable Securities requested to be included in such underwritten takedown constitute at least 25% of the Registrable Securities then outstanding or (ii) the anticipated aggregate offering price based on the then-current market prices, net of underwriting discounts and expenses commissions, would exceed $10,000,000 from the Shelf Registration. In connection with any such takedown, the Company shall include “Blue Sky” fees for counsel for take all customary and reasonable actions that the Underwriter and “Blue Sky” filing fees Company would take in connection with an underwritten registration pursuant to qualify Section 2.3 (including, without limitation, all actions referred to in Section 2.5 necessary to effectuate such sale in the Purchase Warrants in those jurisdictions requested manner determined by the Holders of at least a majority of the Registrable Securities to be included in such underwritten takedown). The Company shall use its reasonable best efforts to cause the registration statement or statements filed hereunder to remain effective until such date (the “Shelf Termination Date”) that is the earlier of (i) the date on which all Registrable Securities included in the registration statement shall have been sold or shall have otherwise ceased to be Registrable Securities and (ii) the date that all Registrable Securities covered by such registration statement may be sold without volume or manner of sale restrictions under Rule 144 (after taking into account any Holder’s status as an Affiliate of the Company) for purposes of Rule 144 and without the requirement for compliance by the Company with the current public information requirements under Rule 144(c)(1) or, if applicable, Rule 144(i)(2), as determined by counsel to the Company (the “Effectiveness Period”). In the event the Mandatory Registration must be effected on Form S-1 or any similar long-form registration as the Company may elect or is required to use, such registration shall nonetheless be filed as a Shelf Registration and the Company shall use its reasonable best efforts to keep such registration current and effective, including by filing periodic post-effective amendments to update the information therein, as determined by counsel to the Company, including the financial statements contained in such registration statement in accordance with Regulation S-X promulgated under the Securities Act until the Shelf Termination Date. The Company shall not include in the Mandatory Registration any securities which are not Registrable Securities without the prior written consent of the Holders of at least a majority of the Registrable Securities included in such registration. The Company shall request effectiveness of a Registration Statement as of 5:00 P.M. New York City time on a Business Day. The Company shall promptly notify the Holders via facsimile or electronic mail in a “.pdf” format data file of the effectiveness of a Registration Statement within one (1) Business Day of the Effective Date. The Company shall, by 9:30 A.M. New York City time on the first Business Day after the Effective Date, file a final Prospectus with the Commission, as required by Rule 424(b).

Mandatory Registration. Solely The Company shall prepare, and, as soon as practicable, but in no event later than the date which is 30 calendar days after the Closing Date (as defined in the event there is not then a current registration statement concerning Securities Purchase Agreement) (the resale of the Registrable Securities“Filing Deadline”), the Company shall prepare and file with the SEC a Registration Statement or Registration Statements (as necessary) on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning Form S-3 covering the resale of all of the Registrable Securities. The Required Registration Statement In the event that Form S-3 is unavailable for such a registration, the Company shall be on Form F-3 if use such other form as is available for such a registration and if unavailableregistration, subject to the provisions of Section 2(d). Any first Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the sum of (y) the number of Conversion Shares issuable upon conversion of the Preferred Shares (without regard to any limitations on conversions) as of the date immediately preceding the date the Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 3(b), plus (z) the number of Warrant Shares issuable upon exercise of the Warrants (without regard to any limitations on exercise) as of the date immediately preceding the date the Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 3(b). For the avoidance of doubt, the Company first Registration Statement shall register not include the resale Debenture Shares, as they are not issuable upon conversion of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale Preferred Shares as of the Registrable Securities on Form F-3 as soon as such form is available, provided that date immediately preceding the Company shall maintain date the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering is initially filed with the resale of all SEC, but they shall be added if and when the Debentures are issued or issuable under the terms of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the HolderCertificate of Designation, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holdersas provided in Section 3(b). The Company shall not be obligated to any cause such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company possible, and shall pay use its best efforts to cause the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees Registration Statement to qualify the Purchase Warrants in those jurisdictions requested be declared effective by the HolderSEC within 90 calendar days after the Closing Date, but in no event later than the date which is 120 calendar days after the Closing Date (the “Effectiveness Deadline”).

Mandatory Registration. Solely in The Company agrees that, within fifteen (15) calendar days following the event there is not then Closing Date (the “Filing Deadline”), the Company will file with the SEC (at the Company’s sole cost and expense) a current registration statement concerning on appropriate form registering the resale of the full amount of Shares, Pre-Funded Warrant Shares and Warrant Shares (and any other equity security issued or issuable with respect to the Shares, Pre-Funded Warrant Shares and Warrant Shares by way of share split, dividend, distribution, recapitalization, merger, exchange, or replacement, the “Registrable Securities”) and naming the Purchaser as a selling shareholder thereunder (the “Registration Statement”), and the Company shall prepare and file with use its commercially reasonable efforts to have the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months Registration Statement declared effective as soon as practicable after the date that this Warrant becomes exercisable and on or before filing thereof, but in any event no later than thirty (30) calendar days after the fifth anniversary date of the Effective Date, a required registration statement Closing Date (the “Required Registration StatementEffectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to sixty (60) concerning calendar days after the resale filing of all of the Registrable Securities. The Required such Registration Statement shall be on Form F-3 if available for such a registration Registration Statement is reviewed by, and if unavailablecomments thereto are provided from, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is availableSEC; provided, provided further that the Company shall maintain have the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering declared effective within three (3) Business Days after the resale of all date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Registrable Securities SEC (the “Staff”) that the Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall provide a draft of the Registration Statement to Purchaser at least five (5) Business Days in advance of the date of filing the Registration Statement with the SEC (the “Filing Date”), and Purchaser shall provide any comments on the Registration Statement to the Company no later than two (2) Business Days immediately preceding the Filing Date. Upon notification by the SEC that any Registration Statement has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten SEC, within two (102) days after receiving written notice from the HolderBusiness Day thereafter, the Company shall give notice to file the other Holders final prospectus under Rule 424 of the Purchase Warrants advising Securities Act. In no event shall the Purchaser be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the Company is proceeding with SEC requests that Purchaser be identified as a statutory underwriter in the Registration Statement, Purchaser will have the option, in its sole and absolute discretion, to either (i) have the opportunity to withdraw from the Registration Statement, in which case the Company’s obligation to register the Registrable Securities will be deemed satisfied or (ii) be included as such registration statement and offering in the Registration Statement. Subject to any comments from the SEC, such Registration Statement shall include therein Purchase Warrants the plan of such distribution attached hereto as Exhibit A. Such Registration Statement shall not include any shares of Common Stock or other Holderssecurities for the account of any other holder without the prior written consent of the Purchaser. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer notify the Purchaser by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statementfacsimile or e-mail as promptly as practicable, and each other in any event, within twenty-four (24) hours, after the Registration Statement required is declared effective or is supplemented and shall provide the Purchaser with copies of any related prospectus to be filed pursuant to used in connection with the terms sale or other disposition of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holdersecurities covered thereby.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and file with the SEC on SEC, no later than one occasion at its sole expensehundred (120) days following the initial Closing Date under the Securities Purchase Agreement, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as either a Registration Statement on Form F-3 covering S-3 registering for resale by the resale Investor a sufficient number of all shares of Common Stock for the Initial Investor (or such lesser number as may be required by the SEC, but in no event less than the number of shares into which the Debentures would be convertible and the Warrants exercisable at the time of filing of the Registrable Form S-3, or an amendment to any pending Company Registration Statement on Form S-3, and such Registration Statement or amended Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities has been declared effective by Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the SEC Debentures and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders exercise of the Purchase Warrants advising that resulting from adjustment in the Company is proceeding with such registration statement and offering Conversion Price, or to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafterprevent dilution resulting from stock splits, or stock dividends). The Company shall use its best efforts to have such Required Registration Statement, and each other cause the Registration Statement required to be declared effective no later than three hundred sixty-five (365) days after the Closing Date. If at any time the number of shares of Common Stock into which the Debentures may be converted and which would be issued upon exercise of the Warrants exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within ten (10) business days after receipt of a written notice from any Investor, either (i) amend the Registration Statement filed by the Company pursuant to the terms of this Purchase Warrantpreceding sentence, if such Registration Statement has not been declared effective by the SEC as soon as practicable. The Company shall pay at that time, to register all shares of Common Stock into which the costs Debentures may be converted and expenses thereofwhich would be issued upon exercise of the Warrants, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested or (ii) if such Registration Statement has been declared effective by the HolderSEC at that time, file with the SEC an additional Registration Statement on Form S-3 to register the shares of Common Stock into which the Debentures may be converted and which would be issued upon exercise of the Warrants that exceed the aggregate number of shares of Common Stock already registered.

Mandatory Registration. Solely in Within 45 days following the event there Closing Date (the "FILING DEADLINE"), the Company shall file with the United States Securities and Exchange Commission ("SEC") a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available) to effect a current registration statement concerning the resale of all of the Registrable Securities, covering the resale of at least 7,825,000 shares of Common Stock, which Registration Statement, to the extent allowable under the Securities Act and the rules promulgated thereunder shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from stock splits, stock dividends or similar transactions (the "INITIAL REGISTRATION STATEMENT"). The Registrable Securities included in the Initial Registration Statement shall be registered on behalf of the Investors as set forth in Section 11(k) hereof. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the review by) the Initial Investors and their counsel at least five (5) business days prior to its filing or other submission. If for any reason (including, but not limited to, a determination by the staff of the SEC that all or any portion of the Shares or any other Registrable Securities cannot be included in the Initial Registration Statement (an "SEC DETERMINATION")) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities (any such shares that are not included being the "UNCOVERED SHARES"), the Company shall prepare and file with the SEC on one occasion at its sole expenseSEC, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as practicable, but in any event within 30 days after becoming aware of the existence of any Uncovered Shares (such form is availabledate referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), provided that either (a) an amendment (the Company shall maintain "UNCOVERED SHARES AMENDMENT") to the effectiveness of all Registration Statements then in effect until such time as a Initial Registration Statement on Form F-3 covering the resale of all effecting a registration of the Registrable Securities has been declared effective by Uncovered Shares or (b) a registration statement which registers the SEC Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and the prospectus contained therein is available each amendment or supplement thereto, and each request for use. Within ten (10acceleration of effectiveness thereof) days after receiving written notice from the Holder, the Company shall give notice be provided to the Initial Investors and their counsel for review and comment at least three (3) business days prior to its filing or other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereaftersubmission. The Company shall use its best efforts to have such Required Registration Statement, and cause each other of the Initial Registration Statement required and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to be filed pursuant to the terms of this Purchase Warrant, declared become effective by the SEC as soon as practicable. The Company shall pay practicable after the costs and expenses filing thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and file with the SEC a Registration Statement or Registration Statements (as is necessary) on one occasion at its sole expenseForm S-3 (or, upon if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the written notice consent of each Purchaser and the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date provisions of the Effective DateSection 2(e), a required registration statement (the “Required Registration Statement”) concerning which consent will not be unreasonably withheld), covering the resale of all of the Registrable Securities, within thirty (30) days after the first to occur of (1) the issuance, sale, and delivery of 200,000 shares of the Company's Common Stock, or (2) the date the Company receives written notice from Augsback & Associates, Inc. of termination of further offers of the Purchased Common Shares, or (3) but in any event not later than August 31, 1999 (the "FILING DEADLINE"). The Required Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable by reason of the Repricing Warrants in accordance with the terms thereof. Such Registration Statement shall initially register for resale at least 100% of the Purchased Common Shares and the Warrant Shares, subject to adjustment as provided in Section 3(b) hereof, and such registered shares of Common Stock shall be allocated among the Investors pro rata based on Form F-3 if available for such the total number of Registrable Securities issued or issuable as of each date that a registration and if unavailableRegistration Statement, the Company shall register as amended, relating to the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafterSEC. The Company shall use its best efforts to have such Required Registration Statement, and each other the Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicablewithin ninety (90) days after the Filing Deadline (the "REGISTRATION DEADLINE"). The Company shall permit the registration statement to become effective within five (5) business days after receipt of a "no review" notice from the SEC. Such Registration Statement shall be kept current and effective for a period of twelve (12) months from the Closing Date. If a Registration Statement with respect to the Purchased Common Shares and the Warrant Shares is not effective on the Registration Deadline date, the Company agrees to and shall pay to all Investors hereunder a cash penalty equal to two percent (2%) per month of the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for final amount of the Underwriter and “Blue Sky” filing fees to qualify completed offering under the Purchase Warrants in those jurisdictions requested by Agreement, payable monthly and pro-rated for partial months until the HolderRegistration Statement is effective.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and prepare, and, on or prior to September 28, 1999 file (the "FILING DEADLINE") with the SEC a Registration Statement or Registration Statements (as is necessary) on one occasion at its sole expenseForm S-1 (or, upon if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the written notice consent of each Buyer and the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date provisions of the Effective DateSection 2(e), a required registration statement (the “Required Registration Statement”) concerning which consent will not be unreasonably withheld), covering the resale of all of the Registrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Required Such Registration Statement shall initially register for resale at least 1,244,444 shares of Common Stock, subject to adjustment as provided in Section 3(b), and such registered shares of Common Stock shall be allocated among the Investors pro rata based on Form F-3 if available for such the total number of Registrable Securities issued or issuable as of each date that a registration and if unavailableRegistration Statement, the Company shall register as amended, relating to the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafterSEC. The Company shall use its best efforts to have such Required Registration Statement, and each other the Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicablewithin one hundred and twenty (120) days after the issuance of the Preferred Stock (the "REGISTRATION DEADLINE"). The Company shall pay permit the costs and expenses thereofregistration statement to become effective within five (5) business days after receipt of a "no review" notice from the SEC. If the Registration Statement has not been filed by the Filing Deadline and/or the Registration Statement has not been declared effective by the Registration Deadline, then the Company will be liable for one time only, which costs and expenses shall include “Blue Sky” fees for counsel liquidated damages enforceable by the Investor. The liquidated damages will be in the amount of 2% of the purchase price of the outstanding Registrable Securities for the Underwriter first full thirty (30) days beyond such deadlines that the Registration has not been filed and/or declared effective and “Blue Sky” filing fees to qualify 2% for every full 30 day period thereafter until the Purchase Warrants Registration Statement has been filed and/or declared effective. The liquidated damages will be payable in those jurisdictions requested cash by the HolderCompany upon demand by the Investor.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and prepare, and, as soon as practicable but in no event later than the Targeted Filing Date, file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by (the SEC and “Initial Registration Statement”). In the prospectus contained therein event that Form F-3 is available unavailable for use. Within ten (10) days after receiving written notice from the Holdersuch a registration, the Company shall give notice use such other form as is available for such a registration, subject to the other Holders provisions of Section 2.4. The Initial Registration Statement prepared pursuant hereto shall register for resale all of the Purchase Warrants advising that Registrable Securities issuable as of the Company date the Registration Statement is proceeding initially filed with such registration statement and offering to include therein Purchase Warrants of such other Holdersthe SEC. The Company Registration Statement shall not be obligated to any such other Holder unless such other Holder shall accept such offer contain (except if otherwise directed by notice the Required Holders) the “Selling Stockholders” and “Plan of Distribution” sections in writing to substantially the Company within five (5) days thereafter. form attached hereto as Exhibit A. The Company shall use its reasonable best efforts to have such Required Registration Statement, and each other the Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable, but in no event later than the Targeted Effectiveness Date. By 9:30 a.m. on the Business Day immediately following the Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement. The Company shall pay keep such Initial Registration Statement continuously effective pursuant to Rule 415 at all times until the costs second anniversary of this Agreement (the “Initial Registration Period”). If after the expiry of the Initial Registration Period, there are one or more Investors that individually (together with such Investor’s affiliates and expenses thereofany other person with whom they may be deemed to be a “group” within the meaning of Rule 13d-5 under the US Securities Exchange Act) are the beneficial owner, for one time onlyas calculated in accordance with Rule 13d-1 of the Exchange Act, of more than 9.9% of the then issued and outstanding shares of the Company and the Company has withdrawn any Registration Statement filed within the Initial Registration Period or any such Registration Statement otherwise ceases to be effective, then such Investors will have a demand registration right to cause the Company to file a further Registration Statement covering the registration of such Registrable Securities then owned by such Investors (the “Additional Registration Statement”). The Company will file such Additional Registration Statement within twenty (20) days of written receipt of a request from an Investor further to this demand registration right and will maintain the effectiveness of such Additional Registration Statement until the earlier of (i) the date as on which costs and expenses shall include “Blue Sky” fees for counsel the Investors may sell all of the Registrable Securities covered by such Registration Statement without limitation or restriction pursuant to Rule 144 (or any successor thereto) promulgated under the Securities Act without the requirement for the Underwriter Company to be in compliance with the current public information requirements under Rule 144 or any volume limitations or manner of sale requirements, (ii) the date on which no Investor (together with such Investor’s affiliates and any other person with whom they may be deemed to be a “Blue Skygroup” filing fees within the meaning of Rule 13d-5 under the US Securities Exchange Act) is the beneficial owner, as calculated in accordance with Rule 13d-1 of the Exchange Act, of more than 9.9% of the issued and outstanding shares of the Company, and (iii) the one year anniversary of the date of effectiveness of the Additional Registration Statement (the “Additional Registration Period”). If after expiry of the Additional Registration Period, there remain one or more Investors that individually (together with such Investor’s affiliates and any other person with whom they may be deemed to qualify be a “group” within the Purchase Warrants meaning of Rule 13d-5 under the US Securities Exchange Act) are the beneficial owner, as calculated in those jurisdictions requested by accordance with Rule 13d-1 of the HolderExchange Act, of more than 9.9% of the issued and outstanding shares of the Company and the Company has withdrawn any Additional Registration Statement filed within the Additional Registration Period or any such Registration Statement otherwise ceases to be effective, such Investor or Investors will have one additional demand registration right to cause the Company to file a further Additional Registration Statement for a further Additional Registration Period on the equivalent terms for the initial demand registration right described above in this paragraph.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and prepare, and, as soon as practicable but in no event later than 30 days after the Closing Date (the “Filing Deadline”), file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as Commission a Registration Statement under the Securities Act on Form F-3 appropriate form covering the resale of all (subject to Section 10.2) the full amount of the Securities (the “Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafterSecurities”). The Company shall use its best commercially reasonable efforts to have such Required Registration Statement, and each other the Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC Commission as soon as practicable. The Company shall pay , but in no event later than the costs and expenses thereof, for one time onlydate (the “Effectiveness Deadline”), which costs and expenses shall be either: (i) in the event that the Commission does not review the Registration Statement, 60 days after the Closing Date, or (ii) in the event that the Commission reviews the Registration Statement, 120 days after the Closing Date (but in either event, no later than three Business Days following the Commission indicating that it has no further comments on the Registration Statement). Subject to any comments from the staff of the Commission (the “Staff”), such Registration Statement shall include the plan of distribution attached hereto as Exhibit C; provided, however, that unless the Staff has required (without the consent of the Purchaser or the Company) the Purchaser to be named as an “Blue Skyunderwriter,” fees for counsel the Purchaser shall not be named as an “underwriter” in the Registration Statement without the Purchaser’s prior written consent. Such Registration Statement shall not include any of the Securities or other securities for the Underwriter account of any other holder without the prior written consent of the Purchaser. Without limiting or derogating from Section 10.2(c), the Purchaser will, to facilitate the admission of the Ordinary Shares and “Blue Sky” filing fees (if the Warrant is exercised) Warrant Shares on ASX without (as the case requires) infringing any applicable law or the listing rules of ASX, or requiring a registration statement to qualify be filed and become effective before the Purchase Warrants applicable times provided for in this Section 10.1 the Purchaser will execute one or more voluntary escrow agreements which shall entitle the Company or its share registrar to apply a holding lock to the Ordinary Shares or Warrant Shares (as applicable) which is to be removed upon notice of sale of those jurisdictions requested by Ordinary Shares or Warrant Shares pursuant to the Holderprospectus included in an effective Registration Statement or pursuant to an exemption under the Securities Act.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and file with the SEC on one occasion at its sole expenseSEC, upon no later than forty-five (45) calendar days after the written notice Closing Date, a Registration Statement covering a sufficient number of shares of Common Stock for the Initial Investors into which the Warrants, $1,100,000 of Debentures, plus accrued interest, in the total offering would be convertible. In the event the Registration Statement is not filed within forty-five (45) calendar days after the Closing Date, then in such event the Company shall pay the Investor 2% of the Holder face amount of each Debenture for each 30 day period, or portion thereof, after forty-five (45) calendar days following the Closing Date that the Registration Statement is not filed. The Investor is also granted additional Piggy-back registration rights on any other Registration Statement filings made by the Company. Such Registration Statement shall state that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from Stock splits, or stock dividends). If at any time commencing six (6the number of shares of Common Stock into which the Debenture(s) months after may be converted exceeds the date that this Warrant becomes exercisable and on or before the fifth anniversary date aggregate number of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale shares of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailableCommon Stock then registered, the Company shall register shall, within ten (10) business days after receipt of written notice from any Investor, either (i) amend the resale of Registration Statement filed by the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable Company pursuant to the Holder and undertake preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the resale of the Registrable Securities on Form F-3 as soon as Debenture(s) may be converted, or (ii) if such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on such form as is applicable to register the shares of Common Stock into which the Debenture may be converted that exceed the aggregate number of shares of Common Stock already registered. The above damages shall continue until the obligation is fulfilled and the prospectus contained therein is available for use. Within ten (10) shall be paid within 5 business days after receiving written notice from each 30 day period, or portion thereof, until the Holder, Registration Statement is filed. Failure of the Company to make payment within said 5 business days shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holdersbe considered a default. The Company acknowledges that its failure to file with the SEC, said Registration Statement no later than forty-five (45) calendar days after the Closing Date will cause the Initial Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties' good faith effort to qualify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to relieve the Company within five (5) days thereafter. The Company shall use from its best efforts obligations to have such Required Registration Statement, register the Common Stock and each other Registration Statement required to be filed deliver the Common Stock pursuant to the terms of this Purchase WarrantAgreement, declared effective by the SEC as soon as practicable. The Company shall pay Subscription Agreement and the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderDebenture.

Mandatory Registration. Solely in The Company shall file with the event there United States Securities and Exchange Commission ("SEC"), on the date which is on or before thirty (30) calendar days after the Closing Date (the "FILING DEADLINE") a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a current registration statement concerning of all of the Registrable Securities) covering the resale of the Warrant Shares, which Registration Statement, to the extent allowable under the Securities Act and the rules promulgated thereunder shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions (the "INITIAL REGISTRATION STATEMENT"). The Registrable SecuritiesSecurities included in the Initial Registration Statement shall be registered on behalf of the Investors as set forth in Section 11(k) hereof. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Initial Investors and their counsel at least two (2) Business Days prior to its filing or other submission. If for any reason (including, but not limited to, a determination by the staff of the SEC that all or any portion of the Registrable Securities cannot be included in the Initial Registration Statement (an "SEC DETERMINATION")) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities (any such shares that are not included being the "UNCOVERED SHARES"), the Company shall prepare and file with the SEC on one occasion at its sole expenseSEC, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as practicable, but in any event prior to the tenth (10th) Business Day after becoming aware of the existence of any Uncovered Shares (such form is availabledate referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), provided that either (a) an amendment (the Company shall maintain "UNCOVERED SHARES AMENDMENT") to the effectiveness of all Registration Statements then in effect until such time as a Initial Registration Statement on Form F-3 covering the resale of all effecting a registration of the Registrable Securities has been declared effective by Uncovered Shares or (b) a registration statement which registers the SEC Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and the prospectus contained therein is available each amendment or supplement thereto, and each request for use. Within ten (10acceleration of effectiveness thereof) days after receiving written notice from the Holder, the Company shall give notice be provided to the Initial Investors and their counsel at least concurrently with its filing or other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereaftersubmission. The Company shall use its best reasonable efforts to have such Required cause each of the Initial Registration Statement, Statement and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to become effective as soon as practicable after the filing thereof. The Company shall use its reasonable efforts to cause each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared Section 2(a) to become effective by the SEC as soon as practicable. The Company shall pay , but, as to the costs Initial Registration Statement filed pursuant to this Section 2(a), in no event later than the ninetieth (90th) calendar day after the Closing Date, and expenses thereofas to any Uncovered Shares Amendment or Uncovered Shares Registration Statement, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for in no event later than the Underwriter and “Blue Sky” filing fees to qualify 60th day after the Purchase Warrants in those jurisdictions requested by the HolderUncovered Shares Filing Deadline.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and file with the SEC on one occasion at its sole expensefile, upon the written notice of the Holder at any time commencing six (6) months within 45 days after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective DateClosing, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering ("Registration Statement") under the Securities Act and make appropriate filings under "blue sky" laws in such states as X.X. Xxxxxxxx shall reasonably specify, registering for resale the Common Stock and Warrants included in the Units and the "Extra Warrants" referred to below and the Common Stock underlying the Warrants and the Extra Warrants, and, to the extent permitted, registering the issuance of all such Common Stock upon the exercise of the Registrable Securities has been declared effective by Warrants and Extra Warrants, as the SEC and the prospectus contained therein is available for use. Within ten case may be (10) days after receiving written notice from the Holdercollectively, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter"Registrable Securities"). The Company shall use its best efforts to have such Required Registration Statement, and each other the Registration Statement required to be filed pursuant to declared effective by the terms of this Purchase Warrant, 180th day after the Closing ("Target Date"). If the Registration Statement is not declared effective by the SEC by the Target Date, then on the Target Date and on each monthly anniversary of the Target Date thereafter until the earlier of the effective date of the Registration Statement ("Effective Date") or the nineteenth monthly anniversary of the Target Date, the Company shall issue to each purchaser of Units in the Offering, Warrants ("Extra Warrants") to purchase a number of shares of Common Stock equal to 5% of the number of Warrants purchased by him in the Offering. The Extra Warrants shall have the same terms as soon as practicablethe Warrants included in the Units sold in the Offering. The Company shall pay keep the costs Registration Statement current and effective until all the securities registered thereunder are sold or can be sold freely under an appropriate exemption under the Securities Act and the "blue sky" laws of the states reasonably specified by X.X. Xxxxxxxx, without limitation. The Company shall bear all fees and expenses thereofincurred by the Company in connection with the preparation of the Registration Statement and filing it with the SEC and the NASD, for including the fees (no more than $15,000) and disbursement of one time only, which costs and expenses shall include “Blue Sky” fees for special counsel for all of the Underwriter holders of the Registrable Securities in connection with the registration of the Registration Securities and “Blue Sky” filing fees the preparation, filing, modifying and amending of the Registration Statement. X.X. Xxxxxxxx has selected Graubard Xxxxxx & Xxxxxx as such special counsel and the investor acknowledges and agrees to qualify the Purchase Warrants in those jurisdictions requested by the Holderthis selection.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after on the date that this Warrant becomes exercisable and on or before until five (5) years from the fifth anniversary date of the Effective Initial Exercise Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 S-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 S-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter Placement Agent and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.

Mandatory Registration. Solely (a) As promptly as possible after the date hereof, and in any event prior to the event there date that is not then a current registration statement concerning 30 days following the resale of Closing Date (the Registrable Securities“Mandatory Filing Date”), the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering SB-2 (or on such other appropriate form for the resale required purpose) for the purpose of registering under the Securities Act all of the Registrable Securities has been for resale by, and for the account of, each Investor as an initial selling stockholder thereunder (the “Mandatory Registration Statement”). The Mandatory Registration Statement shall permit the Investors to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Securities and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of the Mandatory Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company agrees to use its best efforts to cause the Mandatory Registration Statement to be declared effective as soon as possible but in no event later than the date that is 120 days following the Mandatory Filing Date (or 150 days following the Mandatory Filing Date in the event the Registration Statement is reviewed by the SEC and SEC) (the prospectus contained therein is available for use. Within ten “Mandatory Effective Date”) (10) days after receiving written notice from including filing with the HolderSEC, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafterBusiness Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Mandatory Registration Statement will not be “reviewed” or will not be subject to further review, a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act (an “Acceleration Request”), which request shall request an effective date that is within three (3) Business Days of the date of such request) and will otherwise effect all such registration, obtain all such qualifications and comply with all such laws, rules and regulations as may be necessary to permit the sale, transfer and other disposition of the Registrable Securities by the Investors thereof pursuant to the Mandatory Registration Statement. The Company shall use its best efforts to have such Required Registration Statement, notify each Investor in writing promptly (and each other Registration Statement required to be filed pursuant to in any event within three (3) Business Days) after the terms of this Purchase Warrant, declared effective Company is notified by the SEC as soon as practicablethat the Mandatory Registration Statement has been declared effective. The Company shall pay be required to keep the costs Mandatory Registration Statement and expenses thereofany qualification, for one time onlyexemption or compliance under state securities laws which the Company determines to obtain or which the Company obtains at the request of the Investors continuously effective (including through the filing of any required post-effective amendments) with respect to the Investors, and to keep such Mandatory Registration Statement and related Prospectus free of any material misstatements or omissions, until the earlier to occur of (i) a date after which costs and expenses all of the Registrable Securities registered thereunder shall include “Blue Sky” fees for counsel for have been sold or (ii) a date after which all of the Underwriter and “Blue Sky” filing fees Registrable Securities (excluding such Registrable Securities as are registered pursuant to qualify the Purchase Warrants in those jurisdictions requested any other effective Registration Statement) are freely tradable without any volume limitations by the HolderInvestors pursuant to Rule 144(k) promulgated under the Securities Act or any successor or substitute rule, law or provision. Thereafter, the Company shall be entitled to withdraw the Mandatory Registration Statement and, upon such withdrawal, the Investors shall have no further right to offer or sell any of the Registrable Securities pursuant to the Mandatory Registration Statement (or any Prospectus relating thereto).

Mandatory Registration. Solely in The Company shall file with the event there United States Securities and Exchange Commission ("SEC"), on the date which is on or before thirty (30) calendar days after the Closing Date (the "FILING DEADLINE") a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a current registration statement concerning of all of the Registrable Securities) covering the resale of the Warrant Shares and any Additional Investment Right Warrant Shares issued upon exercise of the Additional Investment Rights, which Registration Statement, to the extent allowable under the Securities Act and the rules promulgated thereunder shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions (the "INITIAL REGISTRATION STATEMENT"). The Registrable SecuritiesSecurities included in the Initial Registration Statement shall be registered on behalf of the Investors as set forth in Section 11(k) hereof. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Initial Investors and their counsel at least two (2) Business Days prior to its filing or other submission. If for any reason (including, but not limited to, a determination by the staff of the SEC that all or any portion of the Registrable Securities cannot be included in the Initial Registration Statement (an "SEC DETERMINATION")) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities (any such shares that are not included being the "UNCOVERED SHARES"), the Company shall prepare and file with the SEC on one occasion at its sole expenseSEC, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as practicable, but in any event prior to the tenth (10th) Business Day after becoming aware of the existence of any Uncovered Shares (such form is availabledate referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), provided that either (a) an amendment (the Company shall maintain "UNCOVERED SHARES AMENDMENT") to the effectiveness of all Registration Statements then in effect until such time as a Initial Registration Statement on Form F-3 covering the resale of all effecting a registration of the Registrable Securities has been declared effective by Uncovered Shares or (b) a registration statement which registers the SEC Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and the prospectus contained therein is available each amendment or supplement thereto, and each request for use. Within ten (10acceleration of effectiveness thereof) days after receiving written notice from the Holder, the Company shall give notice be provided to the Initial Investors and their counsel at least concurrently with its filing or other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereaftersubmission. The Company shall use its best reasonable efforts to have such Required cause each of the Initial Registration Statement, Statement and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to become effective as soon as practicable after the filing thereof. The Company shall use its reasonable efforts to cause each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared Section 2(a) to become effective by the SEC as soon as practicable. The Company shall pay , but, as to the costs Initial Registration Statement filed pursuant to this Section 2(a), in no event later than the ninetieth (90th) calendar day after the Closing Date, and expenses thereofas to any Uncovered Shares Amendment or Uncovered Shares Registration Statement, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for in no event later than the Underwriter and “Blue Sky” filing fees to qualify 60th day after the Purchase Warrants in those jurisdictions requested by the HolderUncovered Shares Filing Deadline.

Mandatory Registration. Solely The Company shall use its best efforts to prepare, and, as soon as practicable, but in no event later than the event there is Initial Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3. The Company shall use its best efforts, if the Initial Registration Statement does not then a current registration statement concerning cover all of the resale Required Registration Amount of the Registrable Securities, to prepare, and, as soon as practicable, but in no event later than 5 Business Days following the Company shall prepare and Effective Date of the Initial Registration Statement, file with the SEC an Additional Registration Statement on one occasion at its sole expense, upon Form S-3. The Company shall continue to file Additional Registration Statements in accordance with the written notice provisions of the Holder at any time commencing six (6) months after preceding sentence until the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all Amount of the Registrable SecuritiesSecurities have been registered. The Required Registration Statement In the event that Form S-3 is unavailable for such a registration, the Company shall be on use Form F-3 if SB-2 or such other form as is available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake Required Holders, subject to the provisions of Section 2(d). The Registration Statements prepared pursuant hereto, taken as a whole, shall register for resale at least the resale number of shares of Common Stock equal to the Required Registration Amount as of the Registrable Securities on Form F-3 as soon as such form is available, provided that date the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a final Registration Statement on Form F-3 covering is filed with the resale of all of the Registrable Securities has been declared effective SEC. Each Registration Statement shall contain (except if otherwise directed by the SEC Required Holders) the “Selling Shareholders” and “Plan of Distribution” sections in substantially the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. form attached hereto as Exhibit B. The Company shall use its best efforts to have such Required each of the Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, Statements declared effective by the SEC as soon as practicable, but in no event shall (i) Registration Statements covering at least 50% of the Required Registration Amount of the Registrable Securities be declared effective later than the 50% Effectiveness Deadline and (ii) Registration Statements covering the Required Registration Amount of the Registrable Securities be declared effective later than the 100% Effectiveness Deadline. The By 9:30 am on the first Business Day following each Effective Date, the Company shall pay file with the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for SEC in accordance with Rule 424 under the Underwriter and “Blue Sky” filing fees 1933 Act the final prospectus to qualify the Purchase Warrants be used in those jurisdictions requested by the Holderconnection with sales pursuant to such Registration Statement.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and file with the SEC on one occasion at its sole expenseSEC, upon no later than thirty (30) calendar days after the written notice Closing Date, an amendment to the Form S-1 Registration Statement, or a new Registration Statement if required, covering a sufficient number of shares of Common Stock for the Initial Investors into which is not more than $3,800,000 of Debentures in the total offering would be convertible. In the event the amendment is not filed within thirty (30) calendar days after the Closing Date, then in such event the Company shall pay the Investor 2% of the Holder face amount of each Debenture for each 30 day period, or portion thereof, after 30 days following the Closing Date that the Registration Statement is not filed. The Investor is also granted additional Piggyback registration rights on any other Registration Statement filings made by the Company. Such Registration Statement shall state that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from Stock splits, or stock dividends). If at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before number of shares of Common Stock into which the fifth anniversary date Debenture may be converted exceeds the aggregate number of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale shares of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailableCommon Stock then registered, the Company shall register shall, within ten (10) business days after receipt of written notice from any Investor, either (i) amend the resale of Registration Statement filed by the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable Company pursuant to the Holder and undertake preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the resale of the Registrable Securities on Form F-3 as soon as Debenture may be converted, or (ii) if such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form S- 1 to register the shares of Common Stock into which the Debenture may be converted that exceed the aggregate number of shares of Common Stock already registered. The above damages shall continue until the obligation is fulfilled and the prospectus contained therein is available for use. Within ten (10) shall be paid within 5 business days after receiving written notice from each 30 day period, or portion thereof, until the Holder, Registration Statement is filed. Failure of the Company to make payment within said 5 business days shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holdersbe considered a default. The Company shall not be obligated acknowledges that its failure to any such other Holder unless such other Holder shall accept such offer by notice in writing to file with the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration StatementSEC, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.said

Mandatory Registration. Solely in (a) Within fourteen (14) days after the event there Closing (or, if the date that is fourteen (14) days after the Closing is not then a current registration statement concerning business day, the resale of the Registrable Securitiesnext business day immediately following such date), the Company shall will prepare and file with the SEC a registration statement on one occasion at its sole expenseForm S-3 or any successor form (except that if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, upon then such registration shall be on Form S-1 or any successor form) for the written notice purpose of registering under the Securities Act all of the Holder at any time commencing six (6) months after Registrable Securities for resale by, and for the date that this Warrant becomes exercisable and on or before account of, the fifth anniversary date of the Effective Date, a required registration statement Holders as selling stockholders thereunder (the “Required "Registration Statement”) concerning "). The Registration Statement shall permit the resale of Holders to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Securities. The Required Company agrees to use commercially reasonable efforts to cause the Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 become effective as soon as such form is available, provided that practicable (which shall include using commercially reasonable efforts to respond to any comments of the SEC in respect of the Registration Statement within fifteen (15) business days following receipt thereof). The Company shall maintain be required to keep the effectiveness of all Registration Statements then in effect Statement effective until such time as a Registration Statement on Form F-3 covering date that is the resale earlier of (i) the date when all of the Registrable Securities has registered thereunder shall have been declared effective by sold or (ii) two (2) years after the SEC and Closing, subject to extension as set forth below (such date is referred to herein as the prospectus contained therein is available for use"Mandatory Registration Termination Date"). Within ten (10) days after receiving written notice from the HolderThereafter, the Company shall give notice be entitled to withdraw the other Registration Statement and the Holders shall have no further right to offer or sell any of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed Registrable Securities pursuant to the terms Registration Statement (or any prospectus relating thereto). In the event the right of this Purchase Warrantthe selling Holders to use the Registration Statement (and the prospectus relating thereto) is delayed or suspended pursuant to Sections 4(c) or 10 hereof, declared effective if the events described in subsection (a)(i) or (ii) have not yet occurred, the Company shall be required to extend the Mandatory Registration Termination Date by the SEC same number of days as soon such delay or Suspension Period (as practicable. The Company shall pay defined in Section 10 hereof), provided that such delay is not the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for result of the Underwriter and “Blue Sky” filing fees Holders' failure or delay to qualify the Purchase Warrants in those jurisdictions requested by the Holderfurnish information required under Section 5 hereof.

Mandatory Registration. Solely in The Company agrees that, within forty-five (45) calendar days following the event there is not then Closing Date (the “Filing Deadline”), the Company will file with the SEC (at the Company’s sole cost and expense) a current registration statement concerning on appropriate form registering the resale of the full amount of Shares and Warrant Shares (and any other equity security issued or issuable with respect to the Shares and Warrant Shares by way of share split, dividend, distribution, recapitalization, merger, exchange, or replacement, the “Registrable Securities”) and naming the Retail Investor as a selling shareholder thereunder (the “Registration Statement”), and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but in any event no later than ninety (90) calendar days after the Closing Date (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to one hundred twenty (120) calendar days after the Closing Date if the Registration Statement is reviewed by, and comments thereto are provided from, the SEC; provided, further that the Company shall have the Registration Statement declared effective within three (3) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the SEC (the “Staff”) that the Registration Statement will not be “reviewed” or will not be subject to further review. Upon Retail Investor’s timely request, the Company shall prepare and file provide a draft of the Registration Statement to Retail Investor at least three (3) Business Days in advance of the date of filing the Registration Statement with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Filing Date”), and Retail Investor shall provide any comments on the Registration Statement to the Company no later than two (2) Business Days immediately preceding the Filing Date. Upon notification by the SEC that any Registration Statement has been declared effective by the SEC, within two (2) Business Day thereafter, the Company shall file the final prospectus under Rule 424 of the Securities Act. In no event shall the Retail Investor be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the SEC requests that Retail Investor be identified as a statutory underwriter in the Registration Statement”, Retail Investor will have the option, in its sole and absolute discretion, to either (i) concerning have the resale opportunity to withdraw from the Registration Statement, in which case the Company’s obligation to register the Registrable Securities will be deemed satisfied or (ii) be included as such in the Registration Statement. Subject to any comments from the SEC, such Registration Statement shall include the plan of all distribution attached hereto as Exhibit A. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Retail Investors beneficially owning (as determined pursuant to Rule 13d-3 under the Exchange Act) a majority of the Registrable Securities. The Required Company shall notify the Retail Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after the Registration Statement is declared effective or is supplemented and shall provide the Retail Investors with copies of any related prospectus to be on Form F-3 if available for such a registration and if unavailable, used in connection with the Company shall register the resale sale or other disposition of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holdersecurities covered thereby.

Mandatory Registration. Solely in The Company shall file with the event there United States Securities and Exchange Commission ("SEC"), on the date which is on or before thirty (30) calendar days after the Closing Date (the "FILING DEADLINE") a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a current registration statement concerning of all of the Registrable Securities) covering the resale of the Shares (the "INITIAL REGISTRATION STATEMENT"). The Registrable SecuritiesSecurities included in the Initial Registration Statement shall be registered on behalf of the Investors as set forth in Section 11(k) hereof. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Initial Investors and their counsel at least 2 Business Days prior to its filing or other submission. If for any reason (including, but not limited to, a determination by the staff of the SEC that all or any portion of the Registrable Securities cannot be included in the Initial Registration Statement (an "SEC DETERMINATION")) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities (any such shares that are not included being the "UNCOVERED SHARES"), the Company shall prepare and file with the SEC on one occasion at its sole expenseSEC, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as practicable, but in any event prior to the tenth (10th) Business Day after becoming aware of the existence of any Uncovered Shares (such form is availabledate referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), provided that either (a) an amendment (the Company shall maintain "UNCOVERED SHARES AMENDMENT") to the effectiveness of all Registration Statements then in effect until such time as a Initial Registration Statement on Form F-3 covering the resale of all effecting a registration of the Registrable Securities has been declared effective by Uncovered Shares or (b) a registration statement which registers the SEC Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and the prospectus contained therein is available each amendment or supplement thereto, and each request for use. Within ten (10acceleration of effectiveness thereof) days after receiving written notice from the Holder, the Company shall give notice be provided to the Initial Investors and their counsel at least concurrently with its filing or other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereaftersubmission. The Company shall use its best reasonable efforts to have such Required cause each of the Initial Registration Statement, Statement and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to become effective as soon as practicable after the filing thereof. The Company shall use its reasonable efforts to cause each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared Section 2(a) to become effective by the SEC as soon as practicable. The Company shall pay , but, as to the costs Initial Registration Statement filed pursuant to this Section 2(a), in no event later than the ninetieth (90th) calendar after the Closing Date, and expenses thereofas to any Uncovered Shares Amendment or Uncovered Shares Registration Statement, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for in no event later than the Underwriter and “Blue Sky” filing fees to qualify 60th day after the Purchase Warrants in those jurisdictions requested by the HolderUncovered Shares Filing Deadline.

Mandatory Registration. Solely in The Company shall file with the event there United States Securities and Exchange Commission ("SEC"), on the date which is on or before thirty (30) calendar days after the Closing Date (the "FILING DEADLINE") a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a current registration statement concerning of all of the Registrable Securities) covering the resale of the Warrant Shares and any Additional Investment Right Warrant Shares issued upon exercise of the Additional Investment Rights, which Registration Statement, to the extent allowable under the Securities Act and the rules promulgated thereunder shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions (the "INITIAL REGISTRATION STATEMENT"). The Registrable SecuritiesSecurities included in the Initial Registration Statement shall be registered on behalf of the Investors as set forth in Section 11(k) hereof. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Initial Investors and their counsel at least two (2) Business Days prior to its filing or other submission. If for any reason (including, but not limited to, a determination by the staff of the SEC that all or any portion of the Registrable Securities cannot be included in the Initial Registration Statement (an "SEC DETERMINATION")) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities (any such shares that are not included being the "UNCOVERED SHARES"), the Company shall prepare and file with the SEC on one occasion at its sole expenseSEC, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as practicable, but in any event prior to the tenth (10th) Business Day after becoming aware of the existence of any Uncovered Shares (such form is availabledate referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), provided that either (a) an amendment (the Company shall maintain "UNCOVERED SHARES Amendment") to the effectiveness of all Registration Statements then in effect until such time as a Initial Registration Statement on Form F-3 covering the resale of all effecting a registration of the Registrable Securities has been declared effective by Uncovered Shares or (b) a registration statement which registers the SEC Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and the prospectus contained therein is available each amendment or supplement thereto, and each request for use. Within ten (10acceleration of effectiveness thereof) days after receiving written notice from the Holder, the Company shall give notice be provided to the Initial Investors and their counsel at least concurrently with its filing or other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereaftersubmission. The Company shall use its best reasonable efforts to have such Required cause each of the Initial Registration Statement, Statement and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to become effective as soon as practicable after the filing thereof. The Company shall use its reasonable efforts to cause each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared Section 2(a) to become effective by the SEC as soon as practicable. The Company shall pay , but, as to the costs Initial Registration Statement filed pursuant to this Section 2(a), in no event later than the ninetieth (90th) calendar day after the Closing Date, and expenses thereofas to any Uncovered Shares Amendment or Uncovered Shares Registration Statement, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for in no event later than the Underwriter and “Blue Sky” filing fees to qualify 60th day after the Purchase Warrants in those jurisdictions requested by the HolderUncovered Shares Filing Deadline.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the (a) The Company shall prepare and as promptly as possible after the date hereof, but in any event, not later than forty five (45) days from the Closing Date (or, if such 45th day is not a Business Day, by the first Business Day thereafter) (the “Required Filing Date”), file a Registration Statement with respect to the Registrable Securities with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning and shall use its reasonable best efforts to cause the resale of all of the Registrable Securities. The Required Registration Statement shall to be on Form F-3 declared effective under the Securities Act within 90 days after the Closing Date (or, if available for such 90th day is not a registration Business Day, by the first Business Day thereafter). If the Required Registration Statement is not filed with the SEC by the Required Filing Date, other than due to failure by a Holder to furnish information or consents required under the 1933 Act or the rules and if unavailable, regulations promulgated thereunder to be included in the Company shall register the resale Required Registration Statement (including by means of the Registrable Securities on Form S-1 or another appropriate a related questionnaire in a customary form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder“Questionnaire”), the Company shall give notice pay Holders in cash an aggregate amount equal to $75,000 (the “Registration Delay Amount”) and, until such time that such filing has occurred, shall pay an additional Registration Delay Amount for each thirty (30) day period following the Required Filing Date, such amounts shall be payable by the tenth (10th) day after the end of each such thirty (30) day period, shall be allocated among such Holders in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other Holders proportion as shall mutually be agreed to by all such Holders, and shall be Holders’ sole remedy for such failure (other than any equitable remedies available to such Holder, such as specific performance). The past due amounts payable to each Holder pursuant to this Section shall bear interest at a rate of the Purchase Warrants advising that lesser of twelve percent (12%) per annum, compounded annually, or the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer maximum rate then permitted by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holderapplicable law.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the 2.1.1 The Company shall prepare and use its best efforts to file with the SEC on one occasion at its sole expense, upon within forty-five (45) calendar days from the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement final Closing Date (the “Required Filing Date”), a Registration Statement”) concerning Statement on Form S-3 (or, if Form S-3 is not available to the resale Company, on such other form is then available to effect a registration of all of the Registrable Securities; provided, that the Company shall convert such other form to Form S-3, or file a replacement registration statement on Form S-3 promptly after the first date on which it meets such requirement), covering the resale of 100% of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules promulgated thereunder, shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of the Warrants or exercise of the Placement Agent Warrants pursuant to provisions to prevent dilution resulting from stock splits, stock dividends or similar transactions (the “Mandatory Registration Statement”). The Required Mandatory Registration Statement shall contain, unless otherwise required by applicable law or the SEC, the “Selling Shareholders” and “Plan of Distribution” section of the Prospectus in a form reasonably satisfactory to the Investors based upon information provided by the selling shareholders. The Registrable Securities included in the Mandatory Registration Statement shall be registered on Form F-3 if available behalf of the Investors set forth on Schedule A hereof. The Mandatory Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Investors and their counsel at least two (2) business days prior to its filing or other submission; such a registration and if unavailablenotice to specify the securities to be registered, the proposed numbers and amounts thereof and the date thereafter by which the Company must receive the Investors’ written indication if any Investor does not wish to include their Registrable Securities in such Registration Statement and advising the Investors of their rights under this Section 2. The Company shall register file the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Mandatory Registration Statement on Form F-3 covering the resale of and cause all of the Registrable Securities (unless an Investor has been declared effective indicated otherwise with respect to all or any portion of such Investor’s Registrable Securities pursuant to the preceding sentence) to be registered under the Securities Act, in connection with the sale or other disposition by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders Investors of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafterRegistrable Securities so registered. The Company shall use its best efforts (i) to have such Required cause the Mandatory Registration Statement, as amended, to become effective within one hundred and each other fifty (150) days from the Required Filing Date (the “Effectiveness Deadline”); and (ii) to maintain the effectiveness of the Mandatory Registration Statement required to be filed pursuant to for a period of two (2) years from the terms of this Purchase Warrant, date such registration statement is initially declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holdereffective.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities(a) Subject to Sections 2(b) below, the Company shall prepare (and shall cause the Guarantors to), as soon as practicable, but no later than the 60th calendar day following the Issue Date, file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, Commission a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration relating to the offer and if unavailable, the Company shall register the resale sale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable by the Holders in accordance with the methods of distribution elected by the Requisite Holders; and, thereafter, shall use its best efforts (and shall cause each Guarantor to use its best efforts) to cause such initial Registration Statement to be declared Effective under the Holder Securities Act no later than the 150th calendar day following the Issue Date. Further, if, at any time during the Effectiveness Period and undertake to register in any event upon the resale later of (i) 180 days following the date as of which the then most recent registration statement registering the issuance and/or sale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities Company’s securities has been declared effective by the SEC Commission, and the prospectus contained therein is available for use. Within ten (10ii) 60 days after receiving written notice from the Holderdate as of which substantially all of the Registration Securities included in any prior Registration Statement have been sold, less than 100% of the Registrable Securities are included in an Effective Registration Statement, then subject to the following provisions of this Section 2, the Company shall give notice to the other Holders (and shall cause each of the Purchase Warrants advising that Guarantors to), as expeditiously as possible, in consultation with the Company is proceeding Requisite Holders and their counsel, prepare and file with the Commission (i) such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated pre- or post-effective amendments to any existing Registration Statement as shall be necessary to Register the offer and sale of previously excluded Registrable Securities, or (ii) one or more separate Registration Statements with respect to previously excluded Registrable Securities, and use its commercially reasonable best efforts to cause such other Holder unless existing Registration Statement, as so amended, or such other Holder shall accept such offer by notice in writing separate Registration Statement(s), as applicable, to be declared Effective as soon as possible. Notwithstanding the foregoing, only Holders who have timely delivered to the Company within five (5) days thereaftertheir signed and completed Notice and Questionnaire shall be entitled to be named as a selling securityholder in any Registration Statement or to use the Prospectus forming a part thereof for offers and resales of Registrable Securities. The Company shall use its best efforts With respect to have such Required any particular Registration Statement, and each other Registration Statement required a Holder of Registrable Securities covered thereby is sometimes referred to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include a “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderSelling Securityholder.”

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a an initial Registration Statement on Form F-3 S-1 covering the resale of all of the Registrable Securities has been declared effective by (the SEC and the prospectus contained therein is available for use“Initial Registration Statement”). Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Such Initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase WarrantAgreement, shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Registration Statement) the “Plan of Distribution” section in substantially the form attached hereto as Exhibit B (which may be modified to respond to comments, if any, provided by the SEC or to reflect any non-material changes). The Company shall use its reasonable best efforts to have such Initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Agreement, declared effective by the SEC as soon as practicable. The Notwithstanding the registration obligations set forth in this Section 2(a), if the staff of the SEC (the “Staff”) or the SEC informs the Company shall pay that all of the costs unregistered Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single Registration Statement, the Company agrees to promptly (i) inform each of the holders thereof and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for use its commercially reasonable efforts to file amendments to the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested Initial Registration Statement as required by the HolderSEC and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (the “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering. Notwithstanding any other provision of this Agreement if applicable, if the Staff or SEC sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced (x) first, by the unregistered Registrable Securities held by GP (if such Registrable Securities to be included in the Registration Statement are to be so reduced, they shall first be reduced by Registrable Securities represented by GP Warrant Shares and second by Registrable Securities represented by the Series A Conversion Shares), and (z) second, on a pro rata basis based on the total number of unregistered Registrable Securities held by the Purchasers and JTF. If the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the Staff or SEC, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (each, an “Additional Registration Statement”).

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the (a) The Company shall prepare and file with the SEC on one occasion at its sole expense, upon Commission within sixty (60) days from the written notice of Initial Closing Date (the Holder at any time commencing six (6"Filing Deadline") months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required "Registration Statement”") concerning on Form S-3, if the Company is eligible to use that form, otherwise on Form SB-2 or Form S-1, covering (i) the issuance of the Conversion Shares and the Warrant Shares, and (ii) the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available initially register for resale the lesser of the number of authorized, unissued and unreserved shares of Common Stock or the sum of 150% of the Conversion Shares, calculated by assuming that the Initial Closing Date is the Conversion Date, plus 100% of the Warrant Shares. The Company shall use its best efforts, including calling shareholders' meetings for such a registration purpose, to ensure that it has sufficient shares of authorized, unissued and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake reserved Common Stock available to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafterSecurities. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, registration statement declared effective by the SEC Commission within one hundred and twenty (120) days after the Closing Date (the "Registration Deadline") as soon as practicableto the number of Registraable Securities then authorized, unissued annd unreserved. The Company shall pay permit the costs registration statement to become effective within five (5) business days after receipt of a "no review" notice from the Commission. The Company shall amend the registration statement to include additional Registrable Securities promptly following authorization of additional shares of Common Stock pursuant to the Agreement, and expenses thereof, shall keep the registration statement current and effective for one time only, which costs a period of at least ninety (90) days after (x) all of the Debentures shall have been converted into Conversion Shares or paid and expenses (y) the Agent's Warrant and the Agent's Warrant shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holderhave been fully exercised or expired.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and and, as promptly as reasonably practicable but in no event later than the Filing Date, file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as Commission a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective in a resale offering to be made on a continuous basis. The Registration Statement shall contain (except if otherwise directed by the SEC and Holders or required in order to address written comments to the prospectus contained therein is available for use. Within ten (10) days after receiving written notice Registration Statement received from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants Commission upon review of such other Holders. The Company shall not Registration Statement) the “Plan of Distribution” section in substantially the form attached as Annex A hereto, as the same may be obligated to any such other Holder unless such other amended in accordance with the provisions of this Agreement; provided, however, that no Holder shall accept be named as an “underwriter” without such offer by notice in writing to the Company within five (5) days thereafterHolder’s express prior written consent. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant Subject to the terms of this Purchase WarrantAgreement, the Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the 1933 Act as promptly as practicable after the filing thereof, but in any event prior to the Effectiveness Date, and shall use its commercially reasonable efforts to keep the initial Registration Statement continuously effective under the 1933 Act until the earliest to occur of the date on which (i) each Holder may sell all Registrable Securities then held by it pursuant to the provisions of Rule 144 without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, and any legend restricting further transfer with regard to such Registrable Securities has been removed, (ii) all Registrable Securities covered by such Registration Statement have been sold by the SEC as soon as practicableHolders, (iii) all Registrable Shares have ceased to be outstanding, (iv) all Registrable Securities have been sold in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of the securities, or (v) with respect to a Holder, when such Holder ceases to hold Registrable Securities and, with respect to all Holders in the event that the Holders, in the aggregate, beneficially own less than two percent (2%) of the outstanding shares of Common Stock (the “Effectiveness Period”). The If the initial Registration Statement has not become effective under the 1933 Act on or prior to the Effectiveness Date, or if the initial registration Statement ceases for any reason to be effective during the 90 days following the Effectiveness Date, the Company shall pay issue to each Holder, on the costs 180th day after the Closing Date or as promptly thereafter as is practicable, such Holder’s Pro Rata Allocation of the Penalty Shares and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderPenalty Warrants.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and and, as promptly as reasonably practicable but in no event later than the Filing Date, file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as Commission a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective in a resale offering to be made on a continuous basis. The Registration Statement shall contain (except if otherwise directed by the SEC and Holders or required in order to address written comments to the prospectus contained therein is available for use. Within ten (10) days after receiving written notice Registration Statement received from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants Commission upon review of such other Holders. The Company shall not Registration Statement) the “Plan of Distribution” section in substantially the form attached as Annex A hereto, as the same may be obligated to any such other Holder unless such other amended in accordance with the provisions of this Agreement; provided, however, that no Holder shall accept be named as an “underwriter” without such offer by notice in writing to the Company within five (5) days thereafterHolder’s express prior written consent. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant Subject to the terms of this Purchase WarrantAgreement, the Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the 1933 Act as promptly as practicable after the filing thereof, but in any event prior to the Effectiveness Date, and shall use its commercially reasonable efforts to keep the initial Registration Statement continuously effective under the 1933 Act until the earliest to occur of the date on which (i) each Holder may sell all Registrable Securities then held by it pursuant to the provisions of Rule 144 without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, and any legend restricting further transfer with regard to such Registrable Securities has been removed, (ii) all Registrable Securities covered by such Registration Statement have been sold by the SEC Holders, (iii) all Registrable Shares have ceased to be outstanding, (iv) all Registrable Securities have been sold in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of the securities, or (v) with respect to a Holder, when such Holder ceases to hold Registrable Securities and, with respect to all Holders in the event that the Holders, in the aggregate, beneficially own less than two percent (2%) of the outstanding Ordinary Shares (the “Effectiveness Period”). If the initial Registration Statement has not become effective under the 1933 Act on or prior to the Effectiveness Date, or if the initial registration Statement ceases for any reason to be effective during the 90 days following the Effectiveness Date, the Company shall issue to each Holder, on the 210th day after the Closing Date or as soon promptly thereafter as is practicable, such Holder’s Pro Rata Allocation of the Penalty Warrants. To the extent any Penalty Warrants are issued, the Company shall, as promptly as practicable. The Company shall pay , amend the costs Registration Statement specified in this Section 2(a) or file a new Registration Statement, in each case to cover the Warrant Shares issuable upon exercise of the Penalty Warrants, and expenses thereof, for one time only, which costs in each case use its commercially reasonable efforts to cause such amended or new Registration Statement to be declared effective under the 1933 Act as promptly as practicable after the amendment or filing thereof and expenses shall include “Blue Sky” fees for counsel for to keep such Registration Statement continuously effective under the Underwriter and “Blue Sky” filing fees to qualify 1933 Act during the Purchase Warrants in those jurisdictions requested by the HolderEffectiveness Period.

Mandatory Registration. Solely The Company shall prepare, and, as soon as practicable, but in no event later than May 14, 2001 or such later date as the Company and the holders of a majority of the Registrable Securities (with the holders of Series F Preferred Stock and/or Warrants consenting on an as converted and as exercised basis) shall agree in writing, or in the event there is the Series F Preferred Stock and Warrants have not then been issued at such time, such later date as the Company and the Purchasers of a current registration statement concerning the resale majority of the Registrable Securitiesshares of Series F Preferred Stock to be purchased pursuant to the Purchase Agreement shall agree in writing (the "FILING DEADLINE"), the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall or Registration Statements (as necessary) for an offering to be made on a continuous basis pursuant to Rule 415 on Form F-3 if available for such a registration and if unavailable, the Company shall register S-3 covering the resale of the Registrable Securities on Form S-1 as provided for in this Section 2a, provided, however, that in the event the SEC, pursuant to its rules, regulations or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is availableotherwise, provided that prohibits the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as from filing a Registration Statement on Form F-3 covering prior to the resale of all actual issuance of the Registrable Securities has been declared effective by Series F Preferred Stock, Warrants and Placement Agent Warrants pursuant to the Purchase Agreement, then the Filing Deadline shall be the later of (i) the day following the Escrow Closing or if the SEC and is not open for business on such day, on the prospectus contained therein next day that the SEC is available open for usebusiness, or (ii) the date the SEC, pursuant to its rules, regulations or otherwise, permits such filing. Within ten (10) days after receiving written notice from In the Holderevent that Form S-3 is unavailable for such a registration, the Company shall give notice use such other form as is available for such a registration, subject to the other Holders provisions of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafterSection 2d. The Company shall use its best efforts to have cause such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicablepracticable after the filing thereof but in no event later than the date which is one hundred eighty (180) days after the Closing Date or such later date as the Company and the holders of a majority of the Registrable Securities (with the holders of Series F Preferred Stock and/or Warrants consenting on an as converted and as exercised basis) shall agree in writing (as so extended, the "EFFECTIVENESS DEADLINE"), provided, however, that in the event the Filing Deadline is delayed by the SEC, pursuant to its rules, regulations, or otherwise, as provided in this Section 2a, then the Effectiveness Deadline shall be the date that is the later of (i) one hundred eighty (180) days after the Closing Date or (ii) one hundred (100) days after the Filing Deadline. The Notwithstanding any other provision herein, the Company shall pay have no liability hereunder for its failure to file with the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested SEC a Registration Statement by the HolderFiling Deadline, or to cause such Registration Statement to be declared effective by the SEC by the Effectiveness Deadline, in the event the failure to file a Registration Statement or to cause the effectiveness of such Registration Statement, on or before such respective dates arises from the action or inaction of any Investor, including any Investor's failure to comply with its obligation pursuant to Section 5 herein (an "INVESTOR DELAY").

Mandatory Registration. Solely The Company shall prepare, and, as soon as practicable, but in no event later than thirty (30) days after each applicable Closing Date (as defined in the event there is not then a current registration statement concerning Securities Purchase Agreement) (the resale of the Registrable Securities"SCHEDULED FILING DATE"), the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required separate Registration Statement shall be or Registration Statements (as is necessary) on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 S-3 covering the resale of all of the Registrable Securities has been declared effective by issued and issuable in connection with each such Closing. In the SEC and the prospectus contained therein event that Form S-3 is available unavailable for use. Within ten (10) days after receiving written notice from the Holderany such registrations, the Company shall give notice use such other form as is available for such registrations, subject to the other Holders provisions of Section 2.e. Any Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the number of Registrable Securities applicable to that Closing (issued and issuable) as of the Purchase Warrants advising date immediately preceding the date the Registration Statement is initially filed with the SEC, assuming that the Company Average Market Price (as defined in the Securities Purchase Agreement) were to decline 50% from the lower of (a) the Purchase Price at the applicable Closing and (b) the closing bid price of the Common Stock as of the date two days preceding the date the applicable Registration Statement is proceeding initially filed with the SEC (such registration statement and offering lower price shall hereafter be referred to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to as the Company within five (5) days thereafter"REGISTRATION SHARE NUMBER CALCULATION PRICE"). The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable, but in no event later than ninety (90) days after the applicable Closing Date in the event the SEC does not review such Registration Statement and no later than one hundred twenty (120) days after the applicable Closing Date in the event the SEC conducts a full review of such Registration Statement (the "SCHEDULED EFFECTIVE DATE"). The Company represents and covenants that no Person other than the Investors has or will have the right to include any securities of the Company in any Registration Statement to be filed in accordance with this Section 2.a. Sections 3.a and 3.v(i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: Whenever an Investor has requested that any Registrable Securities be registered pursuant to Section 2.b or at such time as the Company is obligated to file a Registration Statement with the SEC pursuant to Section 2.a or 2.f, the Company will use its best efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall pay have the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.following obligations:

Mandatory Registration. Solely in 187 The Company shall be required to file an Initial Registration Statement on or prior to the event there is not then a current registration statement concerning the resale of Filing Date registering the Registrable SecuritiesSecurities for resale by the Holders as selling stockholders thereunder. On or prior to the Filing Date, the Company shall prepare and file with the SEC on one occasion at its sole expensean Initial Registration Statement for the purpose of registering under the Securities Act the resale of all, upon the written notice or such portion as permitted by SEC Guidance of the Holder at Registrable Securities by, and for the account of, the Holders as selling stockholders thereunder, that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. No other securities shall be included in the Initial Registration Statement that is filed except for the Registrable Securities. Each Registration Statement (including the Initial Registration Statement) shall contain the “Plan of Distribution” in substantially the form of attached to the Selling Stockholder Questionnaire attached hereto as Exhibit A (except if otherwise required pursuant to SEC Guidance). The Company shall cause a Registration Statement to be declared effective by the SEC under the Securities Act as promptly as practicable after the filing thereof, but in any time commencing six event on or prior to the applicable Effectiveness Date. .188 The Company shall be required to keep a Registration Statement effective until such date that is the earlier of (6i) the date that is twelve (12) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary effective date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, or (ii) the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of date when all of the Registrable Securities has registered thereunder shall have been declared effective by sold (the SEC and the prospectus contained therein is available for use“Effectiveness Period”). Within ten (10) days after receiving written notice from the HolderThereafter, the Company shall give notice be entitled to withdraw such Registration Statement and the Holders shall have no further right to offer or sell any of the Registrable Securities registered for resale thereon pursuant to the respective Registration Statement (or any prospectus relating thereto). .189 Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities to be registered in the Initial Registration Statement, the number of Registrable Securities to be registered for each Holder on such Registration Statement will be reduced on a pro-rata basis. The Company shall file a new Registration Statement as soon as reasonably practicable covering the resale by the Holders of not less than the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants number of such other HoldersRegistrable Securities that are not registered in the Initial Registration Statement. The Company shall not be obligated liable for liquidated damages under Section 5(a) as to any Registrable Securities which are not permitted by the SEC to be included in a Registration Statement due to SEC Guidance. In such other Holder unless case, any liquidated damages payable under Section 5(a) shall be calculated to apply only the percentage of Registrable Securities which are permitted in accordance with SEC Guidance to be included in such other Holder shall accept such offer by notice in writing Registration Statement. .190 If during the Effectiveness Period, subject to Section 3(a) and Section 3(c), the Company within five becomes aware that the number of Registrable Securities at any time exceeds the number of Registrable Securities then registered for resale in a Registration Statement, then the Company shall file as soon as reasonably practicable an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Securities that are not then registered. .191 Notwithstanding any other provision of this Agreement, if during the Effectiveness Period any of the Registrable Securities become eligible for resale without restriction pursuant to Rule 144 (5the “Rule 144 Eligible Securities”) days thereafterthen the number of Registrable Securities outstanding at any one time shall be reduced by the number of Rule 144 Eligible Securities and the Company may at its option file an amendment to any Registration Statement to reduce the number of Registrable Securities accordingly. The Company shall use acknowledges that the Company’s obligation to file its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to periodic disclosure documents for the terms twelve (12) month period preceding the date of sale is a “restriction” as that term is used in the first sentence of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderSection 3(e).

Mandatory Registration. Solely in At any time after the event there date that is not then 180 days from the date hereof, if the Company shall at any time and from time to time receive from the Required Holders a current registration statement concerning written request that the resale Required Holders have a present intent to sell their Registrable Securities and desire that the Company register all or a portion of the Registrable SecuritiesSecurities (a "DEMAND NOTICE", and the date of such Notice, the "DEMAND NOTICE DATE"), at one or more times, then the Company shall prepare and prepare, and, as soon as practicable but in no event later than the Filing Deadline, file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to available for use by the Holder and undertake to register the resale Company permitting registration of the Registrable Securities on Form F-3 for resales as soon as such form is availablecontemplated herein, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale number of all of the Registrable Securities has been declared effective as may be requested by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice an Investor to the other Holders of the Purchase Warrants advising that the Company is proceeding with be included in such registration statement and offering to include therein Purchase Warrants of such other HoldersRegistration Statement. The Company shall not be obligated deliver a copy of the Demand Notice to any such all other Holder unless such other Holder holders of Registrable Securities promptly following receipt of the Demand Notice. The Registration Statement prepared pursuant hereto shall accept such offer by notice in writing register for resale at least the number of shares of Common Stock equal to the Company within five Required Registration Amount determined as of date the Registration Statement is initially filed with the SEC. The Registration Statement shall contain (5except if otherwise directed by the Required Holders) days thereafter. the "Selling Shareholders" and "Plan of Distribution" sections in substantially the form attached hereto as Exhibit B. The Company shall use its best efforts to have such Required Registration Statement, and each other the Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. The Promptly following effectiveness of such Registration Statement, the Company shall pay file the costs final prospectus used in connection with such Registration Statement, after insertion of all applicable dates and expenses thereofother missing information and the removal of all notices of the preliminary nature of the prospectus, for one time onlywith the SEC, which costs prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act. Notwithstanding the foregoing, if the Company has filed a registration statement (an "EXCLUDED OFFERING REGISTRATION STATEMENT") pursuant to an Excluded Offering (as defined in the Warrant), then the Required Holders shall not be permitted to submit a Demand Notice to the Company until such time as the earlier to occur of (x) 270 days after the initial filing of the Excluded Offering Registration Statement and expenses shall include “Blue Sky” fees for counsel for (y) the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holdereffective date of such Excluded Offering Registration Statement.

Mandatory Registration. Solely in (i) The Company shall use its reasonable best efforts to file by the event there is not then 30th day following the Closing (such date, the “Filing Deadline”), with the SEC, a current registration statement concerning on Form S-1 or such other SEC form which the Company is eligible to use with respect to the resale of the Registrable Securitiesfrom time to time, the Company shall prepare and file with the SEC on one occasion at its sole expensewhether underwritten or otherwise, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated use Form S-3, if it is then eligible to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafteruse Form S-3. The Company shall use its reasonable best efforts to have promptly respond to all SEC comments, if any, related to such Required Registration Statementregistration statement but in any event within two weeks of the receipt thereof, and each other Registration Statement required shall use its reasonable best efforts to obtain all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all of the Holders’ Registrable Securities, including causing such registration statement to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicablepracticable after filing and no later than the Effectiveness Deadline. The Company shall pay use its reasonable best efforts to maintain the costs effectiveness of the registration effected pursuant to this Section 2.1(a) at all times. The registration contemplated by this Section 2.1(a) is referred to herein as the “Mandatory Registration.” The Mandatory Registration shall be filed with the SEC in accordance with and expenses thereofpursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect) (a “Shelf Registration”). So long as any such Shelf Registration is effective as required herein and in compliance with the Securities Act and is usable for resale of Registrable Securities, for one time onlythe Holders shall be entitled to demand any number of takedowns (including underwritten takedowns, which costs provided that (i) the Registrable Securities requested to be included in such underwritten takedown constitute at least 25% of the Registrable Securities then outstanding or (ii) the anticipated aggregate offering price based on the then-current market prices, net of underwriting discounts and expenses commissions, would exceed $10,000,000 from the Shelf Registration. In connection with any such takedown, the Company shall include “Blue Sky” fees for counsel for take all customary and reasonable actions that the Underwriter and “Blue Sky” filing fees Company would take in connection with an underwritten registration pursuant to qualify Section 2.3 (including, without limitation, all actions referred to in Section 2.5 necessary to effectuate such sale in the Purchase Warrants in those jurisdictions requested manner determined by the Holders of at least a majority of the Registrable Securities to be included in such underwritten takedown). The Company shall use its reasonable best efforts to cause the registration statement or statements filed hereunder to remain effective until such date (the “Shelf Termination Date”) that is the earlier of (i) the date on which all Registrable Securities included in the registration statement shall have been sold to the public by a Holder either pursuant to a registration statement or Rule 144, or shall otherwise have ceased to be Registrable Securities and (ii) the date that all Registrable Securities covered by such registration statement may be sold without volume or manner of sale restrictions under Rule 144 (after taking into account any Holder’s status as an Affiliate of the Company) for purposes of Rule 144 and without the requirement for compliance by the Company with the current public information requirements under Rule 144(c)(1) or, if applicable, Rule 144(i)(2), as determined by counsel to the Company (the “Effectiveness Period”). In the event the Mandatory Registration must be effected on Form S-1 or any similar long-form registration as the Company may elect or is required to use, such registration shall nonetheless be filed as a Shelf Registration and the Company shall use its reasonable best efforts to keep such registration current and effective, including by filing periodic post-effective amendments to update the information therein, as determined by counsel to the Company, including the financial statements contained in such registration statement in accordance with Regulation S-X promulgated under the Securities Act until the Shelf Termination Date. The Company shall not include in the Mandatory Registration any securities which are not Registrable Securities without the prior written consent of the Holders of at least a majority of the Registrable Securities included in such registration. The Company shall request effectiveness of a Registration Statement as of 5:00 P.M. New York City time on a Business Day. The Company shall promptly notify the Holders via facsimile or electronic mail in a “.pdf” format data file of the effectiveness of a Registration Statement within one (1) Business Day of the Effective Date. The Company shall, by 9:30 A.M. New York City time on the first Business Day after the Effective Date, file a final Prospectus with the Commission, as required by Rule 424(b).

Mandatory Registration. Solely (a) As promptly as possible after the date hereof, and in any event no later than 45 days after the event there is not then a current registration statement concerning date of this Agreement (the resale date which occurs 45 days after the date of the Registrable Securitiesthis Agreement, the “Filing Date”) the Company shall will prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement on Form S-3 (or such other appropriate form) for the “Required Registration Statement”) concerning purpose of registering under the resale of Securities Act all of the Registrable SecuritiesShares for resale by, and for the account of, each Purchaser as an initial selling stockholder thereunder (the “Mandatory Registration Statement”). The Required Mandatory Registration Statement shall be permit the Purchasers to offer and sell, on Form F-3 if available for such a registration and if unavailabledelayed or continuous basis pursuant to Rule 415 under the Securities Act, the Company shall register the resale of the Registrable Securities on Form S-1 any or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Shares. Such Registration Statement also shall cover, to the extent allowable under the Securities has been declared effective by the SEC Act and the prospectus contained therein is available for use. Within ten rules promulgated thereunder (10) days after receiving written notice including Rule 416), such indeterminate number of additional shares of Common Stock resulting from the Holderstock splits, the Company shall give notice stock dividends or similar transactions with respect to the Registrable Shares. Such Registration Statement shall not include any shares of Common Stock or other Holders securities for the account of any other holder without the prior written consent of the Purchase Warrants advising that holders of a majority of the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other HoldersRegistrable Shares. The Company shall not be obligated agrees to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required cause the Mandatory Registration Statement to be declared effective as soon as possible but in no event later than (the “Mandatory Effective Date”) sixty (60) calendar days after the Filing Date (if no SEC review of the Mandatory Registration Statement) or one hundred twenty (120) calendar days after the Filing Date (if there is an SEC review of the Mandatory Registration Statement), and each other Registration Statement required to be filed pursuant to file with the terms SEC, within three (3) Business Days of this Purchase Warrantthe date that the Company is notified (orally or in writing, declared effective whichever is earlier) by the SEC as soon as practicablethat the Mandatory Registration Statement will not be “reviewed” or will not be subject to further review, a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act (an “Acceleration Request”), which request shall request an effective date that is within three (3) Business Days of the date of such request. The Company shall pay notify each Purchaser in writing promptly (and in any event within one (1) Business Day) after the costs Company’s submission of an Acceleration Request to the SEC. The Company shall be required to keep the Mandatory Registration Statement continuously effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which all of the Registrable Shares registered thereunder shall have been sold and expenses thereof(ii) the second (2nd) anniversary of the Mandatory Effective Date; provided, for one time only, which costs and expenses that in either case such date shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested be extended by the Holderamount of time of any Suspension Period. Thereafter, the Company shall be entitled to withdraw the Mandatory Registration Statement and, upon such withdrawal, the Purchasers shall have no further right to offer or sell any of the Registrable Shares pursuant to the Mandatory Registration Statement (or any Prospectus relating thereto).

Mandatory Registration. Solely in If, on or after the event there is not then a current registration statement concerning Lockup Period but prior to the resale Registration Rights Expiration Point, and provided that at least one year has elapsed since the most recent Registration Request (as defined below), (a) Holders of at least twenty-five percent (25%) of the Registrable SecuritiesSecurities not theretofore registered pursuant to this SECTION 5, so long as the aggregate gross proceeds to be received from such proposed offering is expected to be not less than $500,000, or (b) Holders of at least fifty percent (50%) of the Registrable Securities not theretofore registered pursuant to this SECTION 5, so long as the aggregate gross proceeds to be received from such proposed offering is expected to be not less than $1,000,000, request in writing that the Company register under the Securities Act at least 25% of the Registrable Securities not theretofore registered pursuant to this SECTION 5 (a "Registration Request"), the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the promptly give written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date such Registration Request to all holders of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 will, as soon expeditiously as such form is availablepossible, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required effect the registration under the Securities Act of (i) the Registrable Securities which the Company has been requested to register for disposition in accordance with the intended method of disposition described in the Registration Statement, Request and each other (ii) the Registrable Securities of any Holder that elects to join in the Registration Statement required to be filed pursuant to Request within twenty (20) days after receipt of the terms of this Purchase Warrant, declared effective by above written notice from the SEC as soon as practicableCompany. The Company may include in any such registration (x) similar securities held by other parties with registration rights and (y) similar securities that the Company desires to register; provided, that, in connection with an underwritten offering, such additional similar securities shall pay be reduced to a number, if any, that in the costs reasonable opinion of the managing underwriters of such offering, would not adversely affect the marketability or offering price of the Registrable Securities to be included in such offering. Notwithstanding anything herein to the contrary, any registration requested pursuant to this SECTION 5.2 (a "Demand Registration") will not be deemed to have been effected unless it has become effective and expenses thereofremained effective no less than one hundred and eighty (180) days; provided, for one time onlyfurther, that any such registration which costs and expenses shall include “Blue Sky” fees for counsel for does not become effective after the Underwriter and “Blue Sky” filing fees Company has filed a registration statement in accordance with the provisions of this SECTION 5.2 solely by reason of the refusal to qualify proceed of the Purchase Warrants Holder or Holders that have made or joined in those jurisdictions requested by the Holder.Registration Request, including failure to comply with the provisions of this Agreement (other than any refusal to proceed based

Mandatory Registration. Solely in If, at any time during the event there Demand Registration Period, the Company receives a written notice (the “Demand Notice”, and the date of Company’s receipt of the Demand Notice, “Demand Notice Date”) from any of the Shareholders, and so long as the Demand Registration Conditions have been satisfied as of such Demand Notice Date, the Company will prepare and file with the Commission a Registration Statement covering the resale from time to time of all Registrable Securities for an offering to be made on a continuous and/or delayed basis pursuant to Rule 415 or the equivalent thereof under Canadian securities laws, as applicable (the “Shelf Registration Statement”). The Registration Statement may be on either Form F-10 or Form F-3 or S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on either such form, in which case such registration will be on Form F-1 or S-1, and if for any reason the Company is not then eligible to register for resale the Registrable Securities on Form F-1 or S-1, then on such other form of Shelf Registration Statement as is then available to effect a current registration statement concerning the for resale of the Registrable Securities) and will contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) a “Plan of Distribution” section, substantially in the form attached hereto as Annex A, as the same may be amended in accordance with the provisions of this Agreement, provided that if the Company is then a WKSI as of the applicable filing date, such Shelf Registration Statement shall be an automatic Shelf Registration Statement. As permitted under the MJDS, any such Registration Statement that is filed on Form F-10 (an “MJDS Registration Statement”) may refer to selling securityholders generically, in contemplation of the filing, following the effectiveness of such Registration Statement, of a prospectus supplement to the prospectus included therein (the “MJDS Prospectus Supplement”), naming the selling Holders on the basis of the information provided in the Selling Holder Questionnaire. The Company will use its reasonable best efforts to cause the Registration Statement to be declared or otherwise become effective under the Securities Act and, in the case of an MJDS Registration Statement, the Company shall prepare file the MJDS Prospectus Supplement, as soon as possible but, in any event, no later than the Effectiveness Deadline, and file with will use its reasonable best efforts to keep the SEC on one occasion at its sole expense, upon Registration Statement (or a Subsequent Shelf) continuously effective under the written notice of the Holder at any time commencing six (6) months after Securities Act from the date that this Warrant becomes exercisable and on or before of effectiveness of such Registration Statement until such date when all Registrable Securities covered by the fifth anniversary date of Registration Statement cease to be Registrable Securities as determined by the Effective Date, a required registration statement counsel to the Company (the “Required Effectiveness Period”). For purposes of this Agreement, “Demand Registration Statement”Conditions” means (A) concerning the resale of all as of the Registrable Securities. The Required Registration Statement shall be appliable Demand Notice Date, the Common Shares are listed on Form F-3 if available for such a registration Trading Market in the United States; and if unavailable(B) on or prior to the Demand Notice Date, the Company shall register have received (or caused to be prepared) audited financial statements of Success TMS to the resale extent such audited financial statements are required by applicable U.S. securities laws, rules and regulations (including, but not limited to, Rule 3-05 of Regulation S-X under the Securities Act) for the filing of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required applicable Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.

Mandatory Registration. Solely in The Company shall, within thirty (30) calendar days from the event there is not then a current registration statement concerning the resale of the Registrable Securitiesdate hereof, the Company shall prepare and file with the SEC on one occasion at its sole expensean initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable regulations and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning interpretations so as to permit the resale of all such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Registrable SecuritiesCompany’s Common Stock then available for issuance in its Certificate of Incorporation. The Required Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement shall be on Form F-3 if available for and any amendment or supplement to such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering and any related prospectus prior to its filing with the resale of all of the Registrable Securities has been declared effective by the SEC SEC, and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice due consideration to the other Holders of the Purchase Warrants advising that all reasonable comments. The Investor shall furnish all information reasonably requested by the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafterfor inclusion therein. The Company shall use its best efforts efforst to have such Required Registration Statement, and each other the Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, and any amendment declared effective by the SEC at the earliest possible date. If the Registration Statement is not declared effective by the SEC within ninety (90) calendar days from the date hereof, then the outstanding balance of the Note shall immediately and automatically increase to a maximum of 120% of the outstanding balance of the Note immediately prior to the 91st calendar day from the date hereof as soon as practicablefollows: 1% per calendar day, beginning on the 91st calendar day from the date hereof and ending on the 111th calendar day from the date hereof (the “Extension Period”), provided that if the Registration Statement is declared effective during the Extension Period, then the aforementioned penalty shall cease to accrue further. The Company shall pay keep the costs Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel available for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested resale by the HolderInvestor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the "Registration Period"). 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 in which they were made, not misleading.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the Company shall prepare (a) PetroQuest covenants and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date agrees that this Warrant becomes exercisable and on or before 30 days after the fifth anniversary date Closing Date, PetroQuest will cause to be filed pursuant to Rule 415 of the Effective Date, Securities Act a required registration statement Shelf Registration Statement on Form S-3 (the “Required Shelf Registration Statement”) concerning as to the resale of all of the Registrable SecuritiesShares, naming MBL as a selling stockholder. The Required PetroQuest shall use its commercially reasonable best efforts to have such Shelf Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 declared effective as soon as reasonably practicable after such form is availablefiling, provided and to keep such Shelf Registration Statement continuously effective until two years following the Closing Date; provided, however, that the Company shall maintain PetroQuest may voluntarily suspend the effectiveness of all Registration Statements then in effect until such time as a Shelf Registration Statement on Form F-3 covering for a limited time, which in no event shall be longer than 90 days, if PetroQuest has been advised by counsel or underwriters to PetroQuest that the resale of all offering of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice Shares pursuant to the other Holders Shelf Registration Statement would adversely affect, or would be improper in view of (or improper without disclosure in a prospectus), a proposed financing, a reorganization, recapitalization, merger, consolidation, or similar transaction involving PetroQuest, in which case PetroQuest shall be required to keep such Shelf Registration Statement effective for an additional period of time beyond two years following the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing Closing Date equal to the Company within five (5) number of days thereafterthe effectiveness thereof is suspended pursuant to this proviso. The Company If any event occurs that would cause the Shelf Registration Statement to contain a material misstatement or omission or not to be effective and usable during the period that such Shelf Registration Statement is required to be effective and usable, PetroQuest shall promptly file an amendment to the Shelf Registration Statement and use its best efforts to have cause such Required Registration Statement, and each other Registration Statement required amendment to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicablepracticable thereafter. The Company MBL shall pay furnish PetroQuest such information regarding its holdings and the costs proposed manner of distribution thereof as PetroQuest may reasonably request and expenses thereofas shall be required in connection with the Shelf Registration Statement. Notwithstanding any provision contained herein to the contrary, PetroQuest’s obligation to include, or continue to include, the Shares in the Shelf Registration Statement pursuant to this Agreement shall terminate to the extent the Shares are eligible for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for resale under Rule 144(k) promulgated under the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderSecurities Act.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the (1) The Company shall prepare and prepare, and, as soon as practicable but in no event later than the Filing Deadline, file with the SEC the Registration Statement on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on Form S-1 or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning Form S-3 covering the resale of all of the Registrable Securities. The Required Registration Statement In the event that Form S-1 or Form S-3 is unavailable for such a registration, the Company shall be on Form F-3 if use such other form as is available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake Required Holders, subject to register the resale provisions of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Section 2(d). The Registration Statement on Form F-3 covering prepared pursuant hereto shall register for resale at least the resale number of all Shares of Common Stock equal to the Registrable Securities has been declared effective Required Registration Amount as of date the Registration Statement is initially filed with the SEC. The Registration Statement shall contain (except if otherwise directed by the SEC Required Holders) the "Selling Shareholders" and "Plan of Distribution" sections in substantially the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. form attached hereto as Exhibit B. The Company shall use its best efforts to have such Required Registration Statement, and each other the Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. The Notwithstanding anything to the contrary contained herein, the Company shall pay not be required to register Interest Shares on the costs Registration Statement and expenses thereofany reference to Filing Deadline, Effectiveness Deadline and related terms shall not be applicable to Interest Shares. Further, notwithstanding anything to the contrary contained herein, to the extent the Conversion Shares are freely transferable pursuant to Section 1145 of the Bankruptcy Code but any Warrant Shares are not, the Company shall not be required to file a Registration Statement pursuant to the terms hereof solely for one time onlysuch Warrant Shares and in such circumstances (the "Warrant 1145 Event") any reference to Filing Deadline, which costs Effectiveness Deadline and expenses related terms shall include “Blue Sky” fees for counsel for not apply to the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderWarrant Shares.

Mandatory Registration. Solely in The Company shall file with the event there United States Securities and Exchange Commission ("SEC"), on the date which is on or before forty-five (45) calendar days after the Closing Date (the "FILING DEADLINE") a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a current registration statement concerning of all of the Registrable Securities) covering the resale of the Shares and any Additional Investment Right Shares issued upon exercise of the Additional Investment Rights (the "INITIAL REGISTRATION STATEMENT"). The Registrable SecuritiesSecurities included in the Initial Registration Statement shall be registered on behalf of the Investors as set forth in Section 11(k) hereof. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Initial Investors and their counsel at least 5 Business Days prior to its filing or other submission. If for any reason (including, but not limited to, a determination by the staff of the SEC that all or any portion of the Registrable Securities cannot be included in the Initial Registration Statement (an "SEC DETERMINATION")) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities (any such shares that are not included being the "UNCOVERED SHARES"), the Company shall prepare and file with the SEC on one occasion at its sole expenseSEC, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as practicable, but in any event prior to the tenth (10th) Business Day after becoming aware of the existence of any Uncovered Shares (such form is availabledate referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), provided that either (a) an amendment (the Company shall maintain "UNCOVERED SHARES AMENDMENT") to the effectiveness of all Registration Statements then in effect until such time as a Initial Registration Statement on Form F-3 covering the resale of all effecting a registration of the Registrable Securities has been declared effective by Uncovered Shares or (b) a registration statement which registers the SEC Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and the prospectus contained therein is available each amendment or supplement thereto, and each request for use. Within ten (10acceleration of effectiveness thereof) days after receiving written notice from the Holder, the Company shall give notice be provided to the Initial Investors and their counsel at least concurrently with its filing or other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereaftersubmission. The Company shall use its best reasonable efforts to have such Required Registration Statement, and cause each other of the Initial Registration Statement required and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to be filed pursuant to the terms of this Purchase Warrant, declared become effective by the SEC as soon as practicable. The Company shall pay practicable after the costs and expenses filing thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after on the date that this Warrant becomes exercisable and on or before the fifth anniversary date of until five (5) years from the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 S-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 S-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.

Mandatory Registration. Solely in (a) The Company agrees to file with the event there is not then SEC a current registration statement concerning to register under and in accordance with the provisions of the Securities Act, the resale of the Purchaser’s Registrable Securities, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be Securities on Form F-3 or Form F-1, which shall be the sole decision of the Company (which shall be filed pursuant to Rule 415 under the Securities Act as a secondary-only registration statement), if available the Company is then eligible for such a short form, or any similar or successor short form registration and or, if unavailable, the Company shall is not then eligible for such short form registration or would not be able to register the for resale all of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities F-3, on Form F-3 as soon as such F-1 or any similar or successor long form is available, provided that registration (the Company shall maintain the effectiveness of all “Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafterStatement”). The Company shall use its best commercially reasonable efforts to have such Required Registration Statement, and each other the Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicablepracticable after the filing thereof, but no later than ninety (90) calendar days after the Closing Date (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to one hundred and twenty (120) calendar days after the Closing Date if the Registration Statement is reviewed by, and receives comments from, the SEC; provided, further, that the Company’s obligations to include the Purchaser’s Registrable Securities in the Registration Statement are contingent upon the Purchaser’s furnishing in writing to the Company such information regarding the Purchaser, the Registrable Securities held by the Purchaser and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Company to effect the registration of the Registrable Securities, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling shareholder in similar situations. The Company will provide a draft of the Registration Statement to the Purchaser for review at least two (2) Business Days in advance of filing the Registration Statement. In no event shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for Purchaser be identified as a statutory underwriter in the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions Registration Statement unless requested by the HolderSEC.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the 2.1.1 The Company shall prepare and file with the SEC SEC, on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and which is on or before forty-five (45) days after the fifth anniversary date of the Effective Date, a required registration statement Closing Date (the “Required "Filing Deadline") a Registration Statement”) concerning the resale Statement on Form S-3 (or, if Form S-3 is not available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable; provided, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until convert such time as other form to Form S-3, or file a Registration Statement replacement registration statement on Form F-3 covering S-3 promptly after the first date on which it meets such requirement) pertaining to the resale of all of the Registrable Securities has been declared effective and, to the extent allowable under the Securities Act and the rules promulgated thereunder, to such indeterminate number of additional shares of Common Stock as may become issuable pursuant to provisions to prevent dilution resulting from stock splits, stock dividends or similar transactions (the "Mandatory Registration Statement"). The Mandatory Registration Statement shall contain, unless otherwise required by applicable law or the SEC, the "Selling Shareholders" and "Plan of Distribution" section of the Prospectus in a form reasonably satisfactory to the Warrant Holders based upon information provided by the SEC selling shareholder. The Registrable Securities included in the Mandatory Registration Statement shall be registered on behalf of the Warrant Holders set forth on Schedule 1 hereof. The Mandatory Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Warrant Holders and their counsel at least five (5) business days prior to its filing or other submission; such notice to specify the securities to be registered, the proposed numbers and amounts thereof and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, date thereafter by which the Company shall give notice must receive the Warrant Holders' written indication if any Warrant Holder does not wish to include their Registrable Securities in such Registration Statement and advising the other Warrant Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holderstheir rights under this Section 2. The Company shall not be obligated file the Mandatory Registration Statement and use its best efforts to cause all of the Registrable Securities (unless an Warrant Holder has indicated otherwise with respect to all or any portion of such other Holder unless such other Holder shall accept such offer by notice in writing Warrant Holder's Registrable Securities pursuant to the Company within five (5preceding sentence) days thereafterto be registered under the Securities Act, in connection with the sale or other disposition by the Warrant Holders of the Registrable Securities so registered. The Company shall use its best efforts to have such Required cause the Mandatory Registration Statement, and each other Registration Statement required as amended, to be filed pursuant to the terms of this Purchase Warrant, declared become effective by the SEC as soon as practicablepracticable after the filing thereof. The Mandatory Registration Statement shall only cover the Registrable Securities and any stockholder of the Company shall pay the costs that is entitled to participate under, and expenses thereofexercises any existing, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holderpiggy-back registration rights.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and file with the SEC on one occasion at its sole expenseSEC, upon no later than forty-five (45) calendar days after the written notice Closing Date, a Registration Statement covering a sufficient number of shares of Common Stock for the Initial Investors into which the $6,143,849 of Debentures, plus accrued interest, in the total offering would be convertible. In the event the Registration Statement is not filed within forty-five (45) calendar days after the Closing Date, then in such event the Company shall pay the Investor 2% of the Holder face amount of each Debenture for each 30 day period, or portion thereof, after forty-five (45) calendar days following the Closing Date that the Registration Statement is not filed. The Investor is also granted additional Piggy-back registration rights on any other Registration Statement filings made by the Company. Such Registration Statement shall state that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from Stock splits, or stock dividends). If at any time commencing six (6the number of shares of Common Stock into which the Debenture(s) months after may be converted exceeds the date that this Warrant becomes exercisable and on or before the fifth anniversary date aggregate number of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale shares of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailableCommon Stock then registered, the Company shall register shall, within ten (10) business days after receipt of written notice from any Investor, either (i) amend the resale of Registration Statement filed by the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable Company pursuant to the Holder and undertake preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the resale of the Registrable Securities on Form F-3 as soon as Debenture(s) may be converted, or (ii) if such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on such form as is applicable to register the shares of Common Stock into which the Debenture may be converted that exceed the aggregate number of shares of Common Stock already registered. The above damages shall continue until the obligation is fulfilled and the prospectus contained therein is available for use. Within ten (10) shall be paid within 5 business days after receiving written notice from each 30 day period, or portion thereof, until the Holder, Registration Statement is filed. Failure of the Company to make payment within said 5 business days shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holdersbe considered a default. The Company acknowledges that its failure to file with the SEC, said Registration Statement no later than forty-five (45) calendar days after the Closing Date will cause the Initial Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties' good faith effort to qualify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to relieve the Company within five (5) days thereafter. The Company shall use from its best efforts obligations to have such Required Registration Statement, register the Common Stock and each other Registration Statement required to be filed deliver the Common Stock pursuant to the terms of this Purchase WarrantAgreement, declared effective by the SEC as soon as practicable. The Company shall pay Subscription Agreement and the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderDebenture.

Mandatory Registration. Solely in The Company agrees that, within sixty (60) calendar days following the event there is not then Closing Date (the “Filing Deadline”), the Company will file with the Commission (at the Company’s sole cost and expense) a current registration statement concerning on appropriate form registering the resale of the full amount of Shares and Pre-Funded Warrant Shares (and any other equity security issued or issuable with respect to the Shares and Pre-Funded Warrant Shares by way of share split, dividend, distribution, recapitalization, merger, exchange, or replacement, the “Registrable Securities”) and naming the Purchaser as a selling shareholder thereunder (the “Registration Statement”), and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but in any event no later than ninety (90) calendar days after the Closing Date (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to one hundred twenty (120) calendar days after the Closing Date if the Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further that the Company shall have the Registration Statement declared effective within three (3) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Upon Purchaser’s timely request, the Company shall prepare and file provide a draft of the Registration Statement to Purchaser at least three (3) Business Days in advance of the date of filing the Registration Statement with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement Commission (the “Required Filing Date”), and Purchaser shall provide any comments on the Registration Statement to the Company no later than two (2) Business Days immediately preceding the Filing Date. Upon notification by the Commission that any Registration Statement has been declared effective by the Commission, within two (2) Business Day thereafter, the Company shall file the final prospectus under Rule 424 of the Securities Act. In no event shall the Purchaser be identified as a statutory underwriter in the Registration Statement unless requested by the Commission; provided, that if the Commission requests that Purchaser be identified as a statutory underwriter in the Registration Statement”, Purchaser will have the option, in its sole and absolute discretion, to either (i) concerning have the resale opportunity to withdraw from the Registration Statement, in which case the Company’s obligation to register the Registrable Securities will be deemed satisfied or (ii) be included as such in the Registration Statement. Subject to any comments from the Staff, such Registration Statement shall include the plan of all distribution attached hereto as Exhibit A. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Purchasers beneficially owning (as determined pursuant to Rule 13d-3 under the Exchange Act) a majority of the Registrable Securities. The Required Company shall notify the Purchasers by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after the Registration Statement is declared effective or is supplemented and shall provide the Purchasers with copies of any related prospectus to be on Form F-3 if available for such a registration and if unavailable, used in connection with the Company shall register the resale sale or other disposition of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holdersecurities covered thereby.

Mandatory Registration. Solely in The Company shall prepare, and, on or prior to the event there Initial Registration Filing Deadline (as defined above) file with the Commission a Registration Statement 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 current registration statement concerning the resale of the Registrable Securities, subject to the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice consent of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective DateBuyer, a required registration statement (the which consent will not be unreasonably withheld)(the “Required Initial Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register covering the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable which Registration Statement, to the Holder extent allowable under the 1933 Act and undertake to register the resale of the Registrable Securities on Form F-3 as soon as rules and regulations promulgated thereunder (including Rule 416), shall state that such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitation on Form F-3 covering the resale of all of Buyer's ability to exercise the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten Warrants (10) days after receiving written notice from the Holdercollectively, the Company shall give notice to “Target Registration Amount”) Notwithstanding the other Holders of the Purchase Warrants advising that foregoing, if the Company is proceeding advised by the staff of the Commission in a written comment letter that it is not eligible to conduct the offering of the Debentures under Rule 415 promulgated under the 1933 Act because of the number of shares sought to be included in the Registration Statement, then the Company may reduce (an “SEC Share Reduction”) the number of shares covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415 (“Rule 415 Eligible”). In the event of an SEC Share Reduction, the inclusion of the Warrant Shares in such registration statement initial Registration Statement shall take precedence over and offering shall not be cut back until the following securities of the Company are cut back and removed from such Registration Statement (in the following order): (i) Placement Agent Warrant Shares (to include therein Purchase Warrants be cut back on a pro-rata basis), (ii) any securities of the Company to be included in such other HoldersRegistration Statement pursuant to Section 3(r), and (iii) the Warrant shares and the Additional Warrant Shares, on a prorata basis. Any cut back of Warrant Shares will be applied pro rata to each holder in proportion to the principal amount of Debentures held by each Holder. In the event that, due to an SEC Share Reduction or otherwise, any Registration Statement filed hereunder shall (when combined with any previous Registration Statements that are current and effective) register a number of shares of Common Stock which less than the Target Registration Amount (a “Target Registration Shortfall”), then the unregistered portion of the Target Registration Amount (the “Target Registration Shortfall Amount”) shall be included in the next Additional Registration Statement (in accordance with Section 3(b) below). The Company shall not be obligated to any shall, by 9:30 a.m. New York City time on the Trading Day after the effective date of such other Holder unless such other Holder shall accept such offer Registration Statement, file a final Prospectus with the Commission as required by notice in writing to the Company within five (5) days thereafterRule 424. The Company acknowledges that the number of shares initially included in each Registration Statement represents a good faith estimate of the maximum number of shares issuable upon exercise of or otherwise pursuant to the Warrants and shall use its best efforts to have such Required be amended if not sufficient. Each Registration StatementStatement (and each amendment or supplement thereto, and each other Registration Statement required request for acceleration of effectiveness thereof) shall be provided to be filed pursuant (and subject to the terms of this Purchase Warrant, declared effective by approval of) the SEC as soon as practicable. The Company shall pay the costs Buyer and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for its counsel for the Underwriter and “Blue Sky” prior to its filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holderor other submission.

Mandatory Registration. Solely The Company shall file with the SEC, on or before ninety (90) calendar days after the Demand has been made by the Board of Directors and approved by the Shareholders, as set forth in Section 5.14 or the event there Securities Purchase Agreement, or if no such Demand is made then 30 days after the expiration of the right to make the Demand (the "FILING DEADLINE") a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a current registration statement concerning the resale of all of the Registrable Securities) covering the resale of all of the Registrable Securities (the "INITIAL REGISTRATION STATEMENT"). The Registrable Securities included in the Initial Registration Statement shall be registered on behalf of the Investors as set forth in Section 10.11 hereof. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Investors and their counsel. If for any reason (including, but not limited to, a determination by the staff of the SEC that all or any portion of the Registrable Securities cannot be included in the Initial Registration Statement (an "SEC DETERMINATION")) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities (any such shares that are not included being the "UNCOVERED SHARES"), the Company shall prepare and file with the SEC on one occasion at its sole expenseSEC, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as practicable, but in any event prior to the tenth (10th) Business Day after becoming aware of the existence of any Uncovered Shares (such form is availabledate referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), provided that either (a) an amendment (the Company shall maintain "UNCOVERED SHARES AMENDMENT") to the effectiveness of all Registration Statements then in effect until such time as a Initial Registration Statement on Form F-3 covering the resale of all effecting a registration of the Registrable Securities has been declared effective by Uncovered Shares or (b) a registration statement which registers the SEC Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and the prospectus contained therein is available each amendment or supplement thereto, and each request for use. Within ten (10acceleration of effectiveness thereof) days after receiving written notice from the Holder, the Company shall give notice be provided to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement Investors and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereaftertheir counsel. The Company shall use its best commercially reasonable efforts to have such Required Registration Statement, and cause each other of the Initial Registration Statement required and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to be filed pursuant to the terms of this Purchase Warrant, declared become effective by the SEC as soon as practicable. The Company shall pay practicable after the costs and expenses filing thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.

Mandatory Registration. Solely in (a) On or before the event there is not then a current registration statement concerning the resale of the Registrable SecuritiesFiling Deadline, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as Commission a Registration Statement on Form F-3 S-3 as a "shelf" registration statement under Rule 415 covering the resale of at least 200% of the number of shares of Registrable Securities then issuable on conversion of the Preferred Shares and exercise of the Warrants then outstanding (such number to be determined using the Conversion Price or exercise price in effect on the date of such filing and without regard to any restriction on the ability of a Holder to convert Preferred Shares or exercise the Warrants as of such date). The Registration Statement shall state, to the extent permitted by Rule 416 under the Securities Act, that it also covers such indeterminate number of shares of Common Stock as may be required to effect (i) conversion of the Preferred Shares to prevent dilution resulting from stock splits, stock dividends or similar events, or by reason of changes in the Conversion Price in accordance with the terms of the Certificate of Designation and (ii) exercise of the Warrants in full to prevent dilution resulting from stock splits, stock dividends or similar events. The number of shares initially registered under the Registration Statement shall be allocated pro rata among the Purchasers based on the number of Preferred Shares issued to each Purchaser at the Tranche A Closing. Each increase in the number of shares registered under the Registration Statement shall be allocated pro rata among the Holders based on the number of Preferred Shares held by such Holder at the time of such increase. In the event that a Holder shall sell or otherwise transfer any of such Holder's Preferred Shares, each transferee shall be allocated a pro rata portion of such transferor's allocation of registered shares. Any portion of such allocated amount which remains allocated to any person or entity which does not hold any Preferred Shares shall be allocated to the remaining Holders pro rata based on the number of Preferred Shares then held by such Holders. Statement to a time and date not later than forty-eight (48) hours after the submission of such request, and maintain the effectiveness of the Registration Statement until the earlier to occur of (i) the date on which all of the Registrable Securities has have been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed sold pursuant to the terms Registration Statement and (ii) the date on which all of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay remaining Registrable Securities (in the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for reasonable opinion of counsel for to the Underwriter and “Blue Sky” filing fees Purchaser) may be immediately sold to qualify the Purchase Warrants in those jurisdictions requested by public under Rule 144(k) or any successor provision (the Holder"Registration Period").

Mandatory Registration. Solely in (a) Subject to Section 5.4(g) and during the event there is not then a current registration statement concerning period commencing at any time after two (2) years following the resale date hereof, one or more holders of the Registrable SecuritiesSecurities (the “Holders”) owning in the aggregate in excess of 50% of the issued and outstanding Registrable Securities may make a written request to the Company for registration (a “Demand Registration”) under and in accordance with the provisions of the Securities Act of up to all of the Registrable Securities owned by such Holder or Holders (a “Registration Statement”). Within five (5) business days after receipt of such request, the Company will serve written notice (the “Notice”) of such request to all other Holders and will include in such registration all Registrable Securities with respect to which the Company receives written requests for inclusion therein within twenty (20) business days after it gives the Notice to the applicable Holder. Unless the Holder or Holders demanding the Demand Registration shall agree in writing, no other party, including the Company (but excluding another Holder of a Registrable Security) shall be permitted to offer securities under any such Demand Registration. The Company shall use its reasonable best efforts, as expeditiously as practicable, but in no event later than sixty (60) days after receipt of a request from a Holder for a Demand Registration, to prepare and file with the SEC on one occasion at its sole expense, upon a Registration Statement with respect to the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement Registrable Securities (the “Required Registration StatementFiling Date”) concerning and shall use its reasonable best efforts to cause the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration to become effective as promptly as possible, and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of in all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten events within sixty (1060) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafterFiling Date. The Company shall use its reasonable best efforts to have keep such Required Registration Statement, and each other Registration Statement required to be filed pursuant to effective until the terms earlier of this Purchase Warrant, (i) the date when all of the Registrable Securities registered thereunder shall have been sold and (ii) the second anniversary of the date on which the Registration Statement is declared effective by or, with respect to any unsold registered Warrant Shares, one year from the SEC as soon as practicable. The Company shall pay expiration date of the costs and expenses thereof, for one time only, which costs and expenses shall include Warrants if later than such second anniversary (the “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderRegistration Withdrawal Date”).