Common use of Mandatory Registration Clause in Contracts

Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. 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 or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (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. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.

Mandatory Registration. The Company shall prepare and(i) by the thirtieth (30th) calendar day following the Initial Closing and (ii) by the twentieth (20th) calendar day following each Mandatory Tranche Closing or Optional Tranche Closing (such date with respect to each such Closing, as soon as practicable, but in no event later than the “Filing Deadline, Date”) file with the Commission an initial a Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable SecuritiesSecurities underlying the Notes and Warrants issued at the applicable Closing. The Investor Each Holder and Legal Counsel its counsel shall have a reasonable opportunity to review and comment upon each such Registration Statement and any amendment or amendment to such Registration Statement supplement thereto and any related prospectus prior to its filing with the Commission, and the Company shall give due consideration to all reasonable comments of the Holders. The Investor Each Holder shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the cause each such Registration Statement or amendment and any amendments thereto to be declared effective by the Commission prior to as soon as reasonably practicable after its filing, but in any case no later than the Effectiveness DeadlineDeadline for such Registration Statement. Subject to Allowable Grace Periods The Company shall request effectiveness of a Registration Statement as of no later than 5:00 p.m. (as defined herein below)New York City time) on a Trading Day. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement that the Company confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall use reasonable best efforts to keep the each Registration Statement continuously effective pursuant to Rule 415 promulgated under the Securities Act and available for sales the resale by the Holders of all of the Registrable Securities at all times covered thereby until the date as of on which the Investor no longer owns any Holders 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. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.

Mandatory Registration. The Company shall prepare andshall, as soon as practicable, but in no event later than within one hundred twenty (120) calendar days from the Filing Deadlinedate of this Agreement, file with the Commission an initial SEC a Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor (in any event, no less than the number of Registrable Securities. The Registration Statement shall register with shares of Common Stock equal to the Commission Exchange Cap (as defined in the Purchase Agreement) for Investor’s resale all of the Registrable Securities), 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 Investor and Legal Counsel its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or amendment supplement to such Registration Statement and any related prospectus prior to its filing with the CommissionSEC, and the Company shall 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 or amendment declared effective by the Commission SEC within one hundred eighty (180) calendar days from the date hereof (or at the earliest possible date if prior to one hundred eighty (180) calendar days from the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein belowdate hereof), and any amendment to the Registration Statement thereafter declared effective by the SEC at the earliest possible date. The Company shall use reasonable best efforts to keep the Registration Statement effective effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for sales the resale by the Investor of all of the Registrable Securities covered thereby at all times until the the date as of on which the Investor no longer owns any 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. Notwithstanding anything to In the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if event that (i) the Company shall have failed to file the Registration Statement by or New Registration Statement (as defined below) becomes stale after the Filing Deadline initial effectiveness of such Registration Statement or New Registration Statement and (ii) the Registration Statement is not declared effective by Investor still has ownership of any of the Effectiveness DeadlineRegistrable Securities, in each case, for any reason or no reason, then the Company shall pay immediately file one or more post-effective amendments to Purchaser or its designee an amount equal facilitate the SEC’s declaration of effectiveness with respect to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the such Registration Statement has been filed with the Commission or the New Registration Statement has been declared effective, as applicableStatement.

Mandatory Registration. The No later than December 31, 1999, (the "FILING DEADLINE"), the Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, and file with the Commission an initial SEC a Registration Statement or Registration Statements (as is necessary) on Form S-1 or S-3S-3 (or, or if such form is unavailable for such a registration, on such other form or forms as may be reasonably acceptable is available for such a registration, subject to the Investor consent of each Buyer and Legal Counselthe provisions of Section 2(e), which consent will not be unreasonably withheld), covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor Securities and Legal Counsel no other Securities of any kind by any person or entity, which Registration Statement(s) shall have a reasonable opportunity to review and comment upon state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement Statement(s) 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 amendment to such similar transactions. Such Registration Statement shall initially register for resale 1,000,000 shares of Common Stock, subject to adjustment as provided in Section 3(b), and any related prospectus prior such registered shares of Common Stock shall be allocated among the Investors pro rata based on the total number of Registrable Securities issued or issuable as of each date that a Registration Statement, as amended, relating to its filing with the Commission. The Investor shall furnish all information reasonably requested resale of the Registrable Securities is declared effective by the Company for inclusion thereinSEC. The Company shall use its reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to SEC within one hundred and twenty (120) days after the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities Filing Deadline (the “Registration Period”"REGISTRATION DEADLINE"). The Registration Statement Company shall permit the registration statement to become effective within five (including any amendments or supplements thereto and prospectuses contained therein5) shall not contain any untrue statement business days after receipt of a material fact or omit to state a material fact required to be stated therein, or necessary to make "no review" notice from the statements therein, in light of SEC. In the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) event that the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, SEC by the Registration Deadline then the Company shall pay a penalty to Purchaser or its designee an amount each Buyer equal to $10,000 2% of the purchase price for Common Stock purchased by each Investor and still held by each Buyer for each thirty (30) day following period beyond the Filing Registration Deadline or Effectiveness Deadline, as applicable, until that the Registration Statement has been filed with is not declared effective by the Commission SEC (the "REGISTRATION DEADLINE PENALTY"). The Registration Deadline Penalty shall be immediately payable by the Company on demand by the Investor in either cash or Common Stock of the Registration Statement has been declared effective, as applicableCompany at the election of the Company upon delivery to the Company of a notice of such default by the Investor.

Mandatory Registration. The (a) Within thirty (30) days after the Closing (or, if the date that is thirty (30) days after the Closing is not a business day, the next business day immediately following such date), the Company shall will prepare and, as soon as practicable, but in no event later than the Filing Deadline, and file with the Commission an initial Registration Statement SEC a registration statement on Form S-1 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, then such registration shall be on Form S-l or such other form or forms any successor form) for the purpose of registering under the Securities Act all of the Registrable Securities for resale by, and for the account of, the Holders as may be reasonably acceptable to selling stockholders thereunder (the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities“Registration Statement”). The Registration Statement shall register with permit the Commission for resale 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 Investor and Legal Counsel shall have a Company agrees to use commercially reasonable opportunity efforts to review and comment upon such cause the Registration Statement or amendment to such become effective as soon as practicable (which shall include using commercially reasonable efforts to respond to any comments of the SEC in respect of the Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion thereinwithin ten (10) business days following receipt thereof). The Company shall use its reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts be required to keep the Registration Statement effective pursuant to Rule 415 promulgated under until such date that is the Securities Act and available for sales earlier of (i) the date when all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (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. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company registered thereunder shall have failed to file the Registration Statement by the Filing Deadline 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 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 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 subsection (a)(i) or (ii) have not declared effective by the Effectiveness Deadlineyet occurred, in each case, for any reason or no reason, then the Company shall pay be required to Purchaser extend the Mandatory Registration Termination Date by the same number of days as such delay or its designee an amount equal Suspension Period (as defined in Section 10 hereof), provided that such delay is not the result of the Holders’ failure or delay to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicablefurnish information required under Section 5 hereof.

Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, promptly file a Registration Statement with the Commission an initial SEC (the “Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable SecuritiesStatement”). The Registration Statement shall register with the Commission for resale all of only the Registrable Securities, and no other securities of the Company. “Registrable Securities” shall mean the Option Shares which are owned by certain existing stockholders of the Company other than officers or directors of the Company. The Investor Purchaser and Legal Counsel their counsel shall have a reasonable opportunity to review and comment upon such the Registration Statement or amendment any amendments to such the Registration Statement and any related prospectus Prospectus prior to its filing with the CommissionSEC. The Investor Purchaser shall furnish all information reasonably requested by the Company for inclusion thereinin the Registration Statement. The Company shall use its reasonable best efforts to have the Registration Statement or amendment amendments declared effective by the Commission prior to SEC at the Effectiveness Deadlineearliest possible date. Subject to Allowable Grace Periods (as defined herein below), the The Company shall use its reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended (the “1933 Act”) and available for sales of all of the Registrable Securities at all times until the earlier of (a) six (6) months after the expiration of the Option Period, or (b) the date as of upon which the Investor no longer owns any Purchaser and their designees shall have sold all of the Registrable Securities. If required by SEC Rules and Regulations in order to keep the Registrable Securities registered until the earlier of (a) six (6) months after the expiration of the Option Period, or (b) the date upon which the Purchaser and their designees shall have sold all of the Registrable Securities, the Company shall utilize its best efforts to prepare and file a new Registration Statement (the “New Registration PeriodStatement”). The Registration Statement and any New Registration Statement (including any amendments or supplements thereto and prospectuses Prospectuses contained therein) (collectively, the “Registration Documents”) 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. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.

Mandatory Registration. The Upon the terms and subject to the conditions set forth in this Agreement, the Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial SEC within ninety (90) calendar days of the date of this Agreement a Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable SecuritiesStatement. The Registration Statement shall register with the Commission for resale all Registrable Securities and may register ordinary shares of other stockholders of the Registrable SecuritiesCompany. The Investor Stockholder and Legal Counsel his counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the CommissionSEC. The Investor Stockholder shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to SEC at the Effectiveness Deadlineearliest possible date following the filing thereof. Subject to Allowable Grace Periods (as defined herein below), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act (or any successor rule providing for offering securities on a continuous basis) and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Investor no longer owns any Stockholder may sell all of the Registrable Securities without restriction pursuant Rule 144 promulgated under the Securities Act (or successor thereto) or (ii) the date on which the Stockholder shall have sold all the Registrable Securities owned by him (the “Registration Period”). The Each of the Company and the Stockholder hereby undertakes and agrees (each with respect to the information provided by such party to be included in the Registration Statement) that 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. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.”

Mandatory Registration. The Company shall prepare prepare, and, as soon as practicable but in no event later than 90 days after the Closing Date (the “Filing Deadline”), file with the Commission a Registration Statement under the Act on an appropriate form covering the resale of the full amount of the Underlying Shares and the Warrant Shares (including any securities into or for which the foregoing securities have been converted or exchanged, and any security issued with respect thereto upon any stock dividend, split or similar event, the “Registrable Securities”). The Company shall use its commercially reasonable efforts to have the Registration Statement become effective under the Securities Act as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. 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 or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “Registration PeriodEffectiveness Deadline”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) , which 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. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if either (i) in the Company shall have failed to file event that the staff of the Commission (the “Staff”) does not review the Registration Statement by Statement, 105 days after the Filing Deadline Closing Date, or (ii) in the event that the Commission reviews the Registration Statement, 150 days after the Closing Date (but in any event, no later than three Business Days from the date the Staff indicates that it has no further comments on the Registration Statement). Subject to any comments from the Staff, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Purchaser shall be named as an “underwriter” in the Registration Statement is not declared effective by without the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Purchaser’s prior written consent. Such Registration Statement has been filed with also shall cover pursuant to Rule 416 such indeterminate number of additional shares of Common Stock due to changes in the Commission or number of shares of Common Stock issuable upon conversion of the Preferred Shares resulting from changes in the Conversion Price pursuant to the terms of the Certificate of Designation. Such Registration Statement has been declared effective, as applicableshall not include securities other than the Registrable Securities without the prior written consent of the Required Holders.

Mandatory Registration. The In the event that the Company completes a Public Listing, then the Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (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. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.

Mandatory Registration. The Company shall prepare prepare, and, as soon as practicable, but in no event later than on or prior to the date that is one (1) Business Day after the Closing Date (the “Filing DeadlineDate”), file with the Commission an initial SEC a Registration Statement on Form S-1 or S-3F-3 (the “Form F-3 Shelf”) or, or such other form or forms as may be reasonably acceptable if the Company is ineligible to use a Form F-3 Shelf, a Registration Statement on Form F-1 (the Investor “Form F-1 Shelf,” and Legal Counseltogether with the Form F-3 Shelf (and any Subsequent Shelf Registration), the “Shelf”) covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor Shelf prepared pursuant hereto shall register for resale the number of Registrable Securities determined as of the Business Day prior to the Filing Date (the “Filing Determination Date”). Not later than ten Business Days prior to the anticipated Filing Determination Date, the Company shall provide written notice to the Holders of such anticipated Filing Determination Date. Each Holder shall provide such information as is required by Section 4(a) not later than the fifth Business Day after receipt of such notice from the Company. The Company shall use its commercially reasonable best efforts to have the Shelf declared effective by the SEC as soon as reasonably practicable, subject to Section 3 hereof. The Shelf shall provide for the resale of Registrable Securities from time to time, and Legal Counsel pursuant to any method or combination of methods legally available to, and requested by, any Holder, which may include underwritten marketed offerings, underwritten block trades, registered broker trades, or any other method of distribution elected by any such Holder. The Company shall have use its best efforts to maintain the Shelf in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep such Shelf effective and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. From time to time, the Holders may, by written notice to the Company, request that an amount of additional Registrable Securities be registered on the Shelf. Upon receipt of such notice, the Company shall prepare, and, as soon as reasonably practicable, file with the SEC a reasonable opportunity post-effective amendment to review and comment upon such the Registration Statement or amendment to on Form F-3 covering the resale of all of such Registration Statement and any related prospectus prior to its filing with additional Registrable Securities. In the Commission. The Investor shall furnish all information reasonably requested by event the Company for inclusion therein. The files a Form F-1 Shelf, the Company shall use its reasonable best efforts to have convert the Registration Statement or amendment declared effective by the Commission prior Form F-1 Shelf (and any Subsequent Shelf Registration) to the Effectiveness Deadline. Subject to Allowable Grace Periods (a Form F-3 Shelf as defined herein below), soon as practicable after the Company shall is eligible to use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (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. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicableForm F-3.

Mandatory Registration. The Company shall prepare prepare, and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial SEC the Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, S-3 covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(c). The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment prepared pursuant hereto shall register for resale at least the number of Common Shares equal to the Required Registration Amount as of the date the Registration Statement is initially filed with the SEC. The Registration Statement shall contain (except if otherwise directed by the Required Holders) the “Selling Shareholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B; provided that the Company may make any changes to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably sections as requested by the Company for inclusion thereinSEC so long as none of such changes are materially inconsistent with the form attached hereto as Exhibit B or adversely affect any Investor (including, without limitation, any restrictions on the manner of disposition). The Company shall use its commercially reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to SEC as soon as practicable, but in no event later than the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below)By 9:30 a.m. on the Business Day immediately following the Effective Date of the applicable Registration Statement, the Company shall use reasonable best efforts file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to keep the Registration Statement effective be used in connection with sales pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “such 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 misleadingStatement. Notwithstanding anything to the contrary stated hereincontained in this Agreement, in addition to any other remedies available at law or equity or as set forth hereinthan during an Allowable Grace Period, in the Purchase Agreement or otherwise, if (i) the Company shall have failed 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 file 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 on any Registration Statement without the prior written consent of the Required Holders. The Company shall not after the date hereof until the Effective Date of the Registration Statement by the Filing Deadline or (iirequired to be filed pursuant to this Section 2(a) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for enter into any reason or no reason, then the Company shall pay agreement providing any such right to Purchaser or any of its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicablesecurity holders.

Mandatory Registration. The Company shall prepare andshall, as soon as practicable, but in no event later than within twenty (20) calendar days from the Filing Deadlinedate of this Agreement, file with the Commission SEC an initial Registration Statement on Form S-1 or S-3covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, or regulations and interpretations so as to permit the resale of such other form or forms as may be reasonably acceptable 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 Investor and Legal Counsel, covering the resale by the Investor aggregate number of Registrable Securities. The Registration Statement shall register with the Commission for resale all authorized shares of the Registrable SecuritiesCompany’s Common Stock then available for issuance in its Certificate of Incorporation. The Investor and Legal Counsel its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or amendment supplement to such Registration Statement and any related prospectus prior to its filing with the CommissionSEC, and the Company shall 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 or and any amendment declared effective by the Commission SEC within ninety (90) calendar days from the date hereof (or at the earliest possible date if prior to ninety (90) calendar days from the Effectiveness Deadlinedate hereof). Subject to Allowable Grace Periods (as defined herein below), the The Company shall use reasonable best efforts to keep the Registration Statement effective effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for sales the resale by the Investor of all of the Registrable Securities covered thereby at all times until the the date as of on which the Investor no longer owns any 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. Notwithstanding anything to In the contrary stated hereinevent that the Registration Statement becomes stale, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed immediately file one or more post-effective amendments to file the obtain an effective Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicableStatement.

Mandatory Registration. (i) The Company shall prepare and, as soon as practicable, but in no event and file with the Securities and Exchange Commission (the “Commission”) not later than the 60th day (the “Filing Deadline, file with Date”) after the Commission an initial Closing Date under the Purchase Agreement a Registration Statement or Registration Statements (as necessary) on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, SB-2 covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities, in an amount sufficient to cover the resale of the BATL Shares and the shares issuable upon exercise of the Warrant. The Investor In the event that Form SB-2 is unavailable and/or inappropriate for such a registration, the Company shall use such other form as is available and Legal Counsel shall have appropriate for such a reasonable opportunity to review and comment upon such registration. Any Registration Statement or amendment prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion thereinShares. The Company shall use its reasonable best efforts to have cause the Registration Statement or amendment to be declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of as promptly as possible after the Registrable Securities at all times until filing thereof, but in any event prior to the date 240th day after the Filing Date (such day referred to herein as of which the Investor no longer owns any Registrable Securities (the “Registration PeriodEffective Date”). 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. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise; provided that, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not filed by the Filing Date or declared effective by the Effectiveness Deadline, in Effective Date (each case, for any reason or no reason, a “Penalty Event”) then the Company shall pay issue a Penalty Warrant to the Purchaser or its designee an amount equal to $10,000 for each per 30-day period following the Filing Deadline or Effectiveness Deadline, as applicable, until Penalty Event that the Registration Statement has not been filed with and/or that the Commission or Effective Date has not occurred. Each such Penalty Warrant shall be due within five days of the end of each 30-day period. The Registration Statement has been declared effectiveshall be appropriately revised, and/or amended promptly following each such 30-day period, as applicableappropriate, to include for resale any additional shares issuable upon exercise of such Penalty Warrants.

Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any may sell all of the Registrable Securities without restriction pursuant to Rule 144(b)(1)(i) promulgated under the Securities Act (or successor thereto) (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. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.

Mandatory Registration. The No later than December 31, 1999, (the "FILING DEADLINE"), the Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, and file with the Commission an initial SEC a Registration Statement or Registration Statements (as is necessary) on Form S-1 or S-3S-3 (or, or if such form is unavailable for such a registration, on such other form or forms as may be reasonably acceptable is available for such a registration, subject to the Investor consent of each Buyer and Legal Counselthe provisions of Section 2(e), which consent will not be unreasonably withheld), covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor Securities and Legal Counsel no other Securities of any kind by any person or entity, which Registration Statement(s) shall have a reasonable opportunity to review and comment upon state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement Statement(s) 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 amendment to such similar transactions. Such Registration Statement shall initially register for resale 1,000,000 shares of Common Stock, subject to adjustment as provided in Section 3(b), and any related prospectus prior such registered shares of Common Stock shall be allocated among the Investors pro rata based on the total number of Registrable Securities issued or issuable as of each date that a Registration Statement, as amended, relating to its filing with the Commission. The Investor shall furnish all information reasonably requested resale of the Registrable Securities is declared effective by the Company for inclusion thereinSEC. The Company shall use its reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to SEC within one hundred and twenty (120) days after the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities Filing Deadline (the “Registration Period”"REGISTRATION DEADLINE"). The Registration Statement Company shall permit the registration statement to become effective within five (including any amendments or supplements thereto and prospectuses contained therein5) shall not contain any untrue statement business days after receipt of a material fact or omit to state a material fact required to be stated therein, or necessary to make "no review" notice from the statements therein, in light of SEC. In the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) event that the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, SEC by the Registration Deadline then the Company shall pay a penalty to Purchaser or its designee an amount each Buyer equal to $10,000 2% of the purchase price for Common Stock purchased by each Investor and still held by each Buyer for each thirty (30) day following period beyond the Filing Registration Deadline or Effectiveness Deadline, as applicable, until that the Registration Statement has been filed with is not declared effective by the Commission SEC (the "REGISTRATION DEADLINE PENALTY"). The Registration Deadline Penalty shall be immediately payable by the Company on demand by the Investor in either cash or Common Stock of the Registration Statement has been declared effective, as applicable.Company at the election of the Company upon delivery to the Company of a notice of such default by the Investor. 3

Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. (a) The Company shall use its reasonable best efforts to have prepare and file no later than five (5) Business Days following the filing of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016 with the Commission (such filing date, the “Shelf Filing Date”) a registration statement with the Commission providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, of all of the Registrable Securities then outstanding from time to time; such registration statement shall be on Form S-3 (or any equivalent or successor form) under the Securities Act (the registration statement on such form, as amended or supplemented, the “Registration Statement”). The Company shall use its commercially reasonable efforts to cause the Registration Statement or amendment to be declared effective under the Securities Act by the Commission prior to as soon as reasonably practicable after the Effectiveness DeadlineShelf Filing Date. Subject to Allowable Grace Periods (as defined herein below), the The Company shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective pursuant to Rule 415 promulgated under the Securities Act and available for sales until the earlier of (A) the date when all of the Registrable Securities at all times until covered by such Registration Statement have been sold and (B) the date as on which all of which the Investor no longer owns any Purchased Shares cease to be Registrable Securities hereunder (such period, the “Registration Effectiveness Period”). The Registration Statement when effective (including any amendments or supplements thereto the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and prospectuses contained therein) shall the Exchange Act and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein, therein or necessary to make the statements thereintherein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that the Registration Statement becomes effective, but in which they were madeany event within one (1) Business Day of such date, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file provide the Holders with written notice of the effectiveness of the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicableStatement.

Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than file the Filing Deadline, file with the Commission an initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all sale of the Registrable SecuritiesSecurities in accordance with the terms of the Purchase Agreement. The Investor Company shall, within the time required under the 1933 Act, file with the SEC a prospectus supplement to the Registration Statement specifically relating to the Registrable Securities (the “Prospectus Supplement”) containing any information previously omitted at the time of effectiveness of the Registration Statement. The Buyer and Legal Counsel its counsel shall have had a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus Prospectus Supplement prior to its filing with the CommissionSEC. The Investor Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have keep the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts to keep the and any New Registration Statement effective pursuant to Rule 415 promulgated under the Securities 1933 Act and available for sales of all Registrable Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Registration Statement (which shall be understood to include the inability of the Company to immediately register sales of Registrable Securities to the Buyer under the Registration Statement or any New Registration Statement), (ii) the date on which all the Registrable Securities at all times until have been sold under this Agreement and no Available Amount remains thereunder, or (iii) the date as of which the Investor no longer owns any Registrable Securities Purchase Agreement has been terminated (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus, 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. Notwithstanding anything to Without limiting the contrary stated hereingenerality of the foregoing, in addition to any other remedies available at law or equity or as set forth hereinduring the Registration Period, in the Purchase Agreement or otherwise, if (i) the Company shall have failed (a) take all action necessary to cause the Common Stock to continue to be Registered as a class of securities under Section 12(b) of the 1934 Act and shall not take any action or file the Registration Statement any document (whether or not permitted by the Filing Deadline 0000 Xxx) to terminate or suspend such registration and (iib) the Registration Statement is not declared effective file or furnish on or before their respective due dates all reports and other documents required to be filed or furnished by the Effectiveness DeadlineCompany pursuant to Sections 13(a), in each case13(c), for 14, 15(d) or any reason other provision of or no reasonunder the 1934 Act, then and shall not take any action or file any document (whether or not permitted by the Company shall pay 0000 Xxx) to Purchaser terminate or suspend its designee an amount equal to $10,000 for each day following reporting and filing obligations under the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable0000 Xxx.

Mandatory Registration. The Commencing on the Trigger Date, the Company shall prepare prepare, and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial SEC a Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, S-3 covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(c). The Investor and Legal Counsel Registration Statement prepared pursuant hereto shall have a reasonable opportunity register for resale at least the number of Common Shares equal to review and comment upon the Required Registration Amount as of the date such Registration Statement or amendment is initially filed with the SEC. The Registration Statement shall contain (except if otherwise directed by the Required Holders) the “Selling Shareholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B; provided that the Company may make any changes to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably sections as requested by the Company for inclusion thereinSEC so long as none of such changes are materially inconsistent with the form attached hereto as Exhibit B or adversely affect any Investor (including, without limitation, any restrictions on the manner of disposition). The Company shall use its commercially reasonable best efforts to have the such Registration Statement or amendment declared effective by the Commission prior to SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below)By 9:30 a.m. on the Business Day immediately following the Effective Date of the applicable Registration Statement, the Company shall use reasonable best efforts file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to keep the Registration Statement effective be used in connection with sales pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “such 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 misleadingStatement. Notwithstanding anything to the contrary stated hereincontained in this Agreement, in addition to any other remedies available at law or equity or as set forth hereinthan during an Allowable Grace Period, in the Purchase Agreement or otherwise, if (i) the Company shall have failed 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 file 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 on any Registration Statement without the prior written consent of the Required Holders. The Company shall not after the date hereof until the Effective Date of the Registration Statement by the Filing Deadline or (iirequired to be filed pursuant to this Section 2(a) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for enter into any reason or no reason, then the Company shall pay agreement providing any such right to Purchaser or any of its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicablesecurity holders.

Mandatory Registration. (i) The Company shall use its best efforts to prepare and, as soon as practicable, but in no event and file with the Commission not later than the Filing Deadline, file with the Commission an initial Date a Registration Statement or Registration Statements (as necessary) on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, S-3 covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities, in an amount sufficient to cover the resale of the Shares issuable upon conversion of the Notes and exercise of the Warrants in either case where the conversion price and exercise price is $.724 or $.57 per share. The Investor In the event that Form S-3 is unavailable and/or inappropriate for such a registration, the Company shall use such other form as is available and Legal Counsel shall have appropriate for such a reasonable opportunity to review and comment upon such registration. Any Registration Statement or amendment prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion thereinShares. The Company shall use its reasonable best efforts to have cause the Registration Statement or amendment to be declared effective by under the Commission Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (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. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwiseDate; provided that, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii1) the Registration Statement is not declared effective by the Effectiveness DeadlineDate, in each case(2) prior to the one year anniversary of the Effectiveness date, the Registration Statement required to be filed by the Company pursuant to this Section shall cease to be available for use by any holder of the 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 no reasonomission in such Registration Statement or the information contained in such Registration Statement having become outdated), or (3) the Company fails, refuses or is otherwise unable timely to issue Shares upon conversion of the Notes or upon exercise of the Warrants in accordance with the terms of the Notes and the Warrants, or certificates therefor as required under the Transaction Documents, then the Company shall pay to each Purchaser or its designee an amount equal to $10,000 one percent (1%) per month of the purchase price paid for the Notes purchased by the Purchaser. Thereafter, for every 30 days that pass during which any of the events described in clauses (1), (2), and (3) above occurs and is continuing (the “Blackout Period”), the Company shall pay to such Purchaser an additional amount equal to one percent (1%) of the purchase price paid for the Notes purchased by the Purchaser. Each such payment shall be due within five (5) days of the end of each day following calendar month of the Filing Deadline or Effectiveness DeadlineBlackout Period until the termination of the Blackout Period and within five (5) days after such termination. Such payments shall be in partial compensation to the Purchaser, as applicable, until and shall not constitute the Purchaser’s exclusive remedy for such events. The Blackout Period shall terminate upon (x) the effectiveness of the Registration Statement has been filed with in the Commission case of clauses (l) and (2) above; (y) listing or inclusion and/or trading of the Registration Statement has been declared effectiveCommon Stock on an Approved Market, as applicablethe case may be, in the case of clause (3) above; and (z) delivery of such shares or certificates in the case of clause (4) above.

Mandatory Registration. The Company shall prepare prepare, and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial SEC the Registration Statement on Form S-1 S-3 covering the resale of all of the Registrable Securities; provided, that if the Company files such Registration Statement by the Filing Deadline and thereafter the Company determines, upon the written advice of its counsel and after consultation with Legal Counsel to the Investors, that it must suspend or S-3otherwise withdraw such Registration Statement as a result of having an insufficient number of authorized shares to cover the Registrable Securities, the Company may suspend or withdraw such Registration Statement without being in violation of this Section 2(a), provided, further, that the Company must promptly re-file such Registration Statement within no more than five (5) days after it amends its Articles of Incorporation to provide for additional authorized shares; and provided, further, that in such event, the Effectiveness Deadline will be deemed for all purposes hereunder to be extended to 150 days after the Closing Date. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form or forms as may be is available for such a registration on another appropriate form reasonably acceptable to the Investor and Legal CounselRequired Holders, covering subject to the provisions of Section 2(d). The Registration Statement prepared pursuant hereto shall register for resale by at least the Investor number of Registrable Securitiesshares of Common Stock equal to the Required Registration Amount as of date the Registration Statement is initially filed with the SEC. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested contain (except if otherwise directed by the Company for inclusion therein. Required Holders) the "Selling Shareholders" and "Plan of Distribution" sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to SEC as soon as practicable, but in no event later than the Effectiveness Deadline. Subject Each Investor agrees to Allowable Grace Periods (as defined herein below), furnish to the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (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. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, completed questionnaire in the Purchase Agreement or otherwise, if (i) form of Exhibit C within three trading days after receiving the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicableCompany's written request therefor.

Mandatory Registration. The No later than thirty (30) days after the date of this Agreement or such other date as may otherwise be agreed to in writing by the Company and Mr. Van Rijk (such date, the “Mandatory Shelf Filing Date”), the Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, and use its commercially reasonable efforts to file a registration statement with the Commission an initial Registration Statement on Form S-1 S-3 under the Securities Act providing for registration and resale, on a continuous or S-3delayed basis and from time to time pursuant to Rule 415 under the Securities Act, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor Securities then outstanding; provided, however, that if the Company is not eligible to file and Legal Counsel use a Form S-3 to register resales by the Holders by the Mandatory Shelf Filing Date it shall have prepare and use its commercially reasonable efforts to file such form of registration statement as is then available to permit resales by the Holders on a reasonable opportunity continuous or delayed basis (including a Form S-1); provided, further, that if the Company has filed the registration statement on a form other than Form S-3 and subsequently becomes eligible to review and comment upon such Registration Statement use Form S-3 or any equivalent or successor form or forms, the Company may elect, in its sole discretion, to (i) file a post-effective amendment to the 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 file a registration statement on Form S-3 or any equivalent or successor form or forms, (the registration statement on such form, as amended or supplemented, the “Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion thereinStatement”). The Company shall use its commercially reasonable best efforts to have cause the Registration Statement or amendment to be declared effective under the Securities Act by the Commission prior to as soon as reasonably practicable after the Effectiveness DeadlineMandatory Shelf Filing Date. Subject to Allowable Grace Periods (as defined herein below), the The Company shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective pursuant to Rule 415 promulgated under the Securities Act and available for sales until the earlier of (A) the date when all of the Registrable Securities at all times until covered by such Registration Statement have been sold, and (B) the date as on which all of which the Investor no longer owns any Consideration Shares cease to be Registrable Securities hereunder (such period, the “Registration Effectiveness Period”). The Registration Statement when effective (including any amendments or supplements thereto the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and prospectuses contained therein) shall the Exchange Act and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein, therein or necessary to make the statements thereintherein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that the Registration Statement becomes effective, but in which they were madeany event within two (2) Business Days of such date, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file provide the Holders with written notice of the effectiveness of the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicableStatement.

Mandatory Registration. The Company shall prepare prepare, and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial SEC a Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, S-3 covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(c). The Investor and Legal Counsel Registration Statement prepared pursuant hereto shall have a reasonable opportunity register for resale at least the number of shares of Common Stock equal to review and comment upon the Required Registration Amount as of the date such Registration Statement or amendment to such is initially filed with the SEC. The Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested contain (except if otherwise directed by the Company for inclusion therein. Required Holders) the “Selling Shareholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the such Registration Statement or amendment declared effective by the Commission prior to SEC as soon as practicable, but in no event later than the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below)By 9:30 a.m. on the Business Day immediately following the Effective Date of the applicable Registration Statement, the Company shall use reasonable best efforts file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to keep the Registration Statement effective be used in connection with sales pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “such 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 misleadingStatement. Notwithstanding anything to the contrary stated hereincontained in this Agreement, in addition to any other remedies available at law or equity or as set forth hereinthan during an Allowable Grace Period, in the Purchase Agreement or otherwise, if (i) the Company shall have failed 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 file 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 on any Registration Statement without the prior written consent of the Required Holders. The Company shall not after the date hereof until the Effective Date of the Registration Statement by the Filing Deadline or (iirequired to be filed pursuant to this Section 2(a) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for enter into any reason or no reason, then the Company shall pay agreement providing any such right to Purchaser or any of its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicablesecurity holders.

Mandatory Registration. The Company shall prepare and, as soon as practicable, but in and use its reasonable best efforts to file no event later than the Filing DeadlineApril 1, file 2017 with the Commission an initial Registration Statement on Form S-1 or S-3(such filing date, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register “Mandatory Shelf Filing Date”) a registration statement with the Commission providing for resale registration and resale, on a continuous or delayed basis pursuant to Rule 415, of all of the Registrable Securities. The Investor Securities then outstanding from time to time; such registration statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form); provided, however, that if the Company has filed the registration statement on Form S-1 and Legal Counsel shall have subsequently becomes eligible to use Form S-3 or any equivalent or successor form or forms, the Company may elect, in its sole discretion, to (i) file a reasonable opportunity to review and comment upon such Registration Statement or post-effective amendment to the registration statement converting such registration statement on Form S-1 to a registration statement on Form S-3 or any equivalent or successor form or forms or (ii) withdraw the registration statement on Form S-1 and file a registration statement on Form S-3 or any equivalent or successor form or forms, (the registration statement on such form, as amended or supplemented, the “Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion thereinStatement”). The Company shall use its reasonable best efforts to have cause the Registration Statement or amendment to be declared effective under the Securities Act by the Commission prior to as soon as reasonably practicable after the Effectiveness DeadlineMandatory Shelf Filing Date. Subject to Allowable Grace Periods (as defined herein below), the The Company shall use its reasonable best efforts to keep the Registration Statement continuously effective pursuant to Rule 415 promulgated under the Securities Act and available for sales until the earlier of (A) the date when all of the Registrable Securities at all times until covered by such Registration Statement have been sold and (B) the date as on which all of which the Investor no longer owns any Purchased Shares and the Warrant Shares cease to be Registrable Securities hereunder (such period, the “Registration Effectiveness Period”). The Registration Statement when effective (including any amendments or supplements thereto the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and prospectuses contained therein) shall the Exchange Act and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein, therein or necessary to make the statements thereintherein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that the Registration Statement becomes effective, but in which they were madeany event within two (2) Business Days of such date, not misleadingthe Company shall provide the Holders with written notice of the effectiveness of the Registration Statement. Notwithstanding anything For so long as any Registrable Securities covered by the Registration Statement remain unsold, the Company will file any supplements to the contrary stated hereinprospectus contained therein or post-effective amendments required to be filed by applicable law in order to incorporate into such prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, in addition to any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if information necessary so that (i) the Company shall have failed to file the Registration Statement by shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the Filing Deadline or statements therein not misleading, and (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or complies with its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.obligations under Item 512(a)(1) of Regulation S-K.

Mandatory Registration. The Company shall prepare andshall, as soon as practicable, but in no event later than within thirty (30) Business Days after the Filing Deadlinedate hereof, file with the Commission SEC an initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor 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 Registrable Securitiesauthorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register with the Commission for resale all of only the Registrable Securities. The Investor and Legal Counsel its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or amendment supplement to such Registration Statement and any related prospectus prior to its filing with the CommissionSEC, and the Company shall give due consideration to all such comments. The Investor acknowledges that it will be identified in the initial Registration Statement as an underwriter within the meaning of Section 2(a)(11) of the Securities Act and shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or and any amendment declared effective by the Commission prior to SEC at the Effectiveness Deadlineearliest possible date. Subject to Allowable Grace Periods (as defined herein below), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales the resale by the Investor of all of the Registrable Securities covered thereby at all times until the date as of on which the Investor no longer owns any shall have resold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (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. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.

Mandatory Registration. The Company shall prepare andand file with the SEC an initial Registration Statement on Form F-3 (the “Initial Registration Statement”) covering the resale of all of the Registrable Securities constituting the Required Registration Amount issuable in connection with the Initial Closing as a condition precedent to the Initial Closing and the Initial Registration Statement shall have been declared effective by the SEC. Thereafter, pursuant to the terms of the Securities Subscription Agreement, the Company shall, as a condition precedent to any Subsequent Closing (the “Registration Condition Precedent”), file a Registration Statement on Form F-3 (each, a “Subsequent Registration Statement”) covering the resale of all of the Registrable Securities constituting the Required Registration Amount issuable in connection with such Subsequent Closing and such Subsequent Registration Statement shall have been declared effective by the SEC, provided that each Registration Statement shall register for resale at least the number of Ordinary Shares equal to the Required Registration Amount as of the date such Registration Statement is initially filed with the SEC; provided further that if Form F-3 is unavailable for such a registration, the Company shall use such other form as is required by Section 2(c). Each Registration Statement required to be filed pursuant to the terms of this Agreement, shall contain (except if otherwise directed by the Required Buyers) the “Selling Stockholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B. If the Company waives the Registration Condition Precedent, then the Company shall prepare and as soon as practical, but in no event later than the applicable Filing Deadline, file with the SEC such Subsequent Registration Statement. In connection with the Initial Registration Statement and any Subsequent Registration Statement or which the Lead Buyer has waived the Registration Condition Precedent, the Company shall use its reasonable best efforts to have each Registration Statement required to be filed pursuant to the terms of this Agreement, declared effective by the SEC as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission applicable Effectiveness Deadline for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. 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 or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (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. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.Statement

Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial Registration Statement on Form S-1 S-0, X-0, X-0 or S-3F-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. 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 or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (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. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable; provided, however, that the amount payable pursuant to clause (ii) of this sentence shall not exceed $300,000 in the event that such delay in the declaration of effectiveness of the Registration Statement is caused by delays in Commission review of the Registration Statement or the Commission’s refusal to declare the Registration Statement effective.

Mandatory Registration. (i) The Company shall cause Company Counsel to prepare andand file with the SEC, as soon as practicable, practicable after the Closing Date but in no event later than forty-five (45) days after the Closing Date (the "Required Filing DeadlineDate"), file with the Commission an initial a Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the registering for resale by the Investor a sufficient number of Registrable Securities. The Registration Statement shall register with shares of Common Stock for the Commission for resale all of Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, the Company's obligation to register the Registrable Securities shall initially be satisfied by the registration of the Initial Number of Shares to Be Registered (as defined below). The Investor "Initial Number of Shares to Be Registered" is a number of shares of Common Stock which is at least equal to the sum of (x) the number of shares into which the Debentures and Legal Counsel shall have a reasonable opportunity to review and comment upon all dividends thereon through the Maturity Date 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 amendment to not such Registration Statement and any related prospectus prior to its filing with eligibility, accrual of interest or conversion had in fact occurred as of such date), based on the Commission. The Investor shall furnish all information reasonably requested Conversion Price then in effect, (y) the number of Warrant Shares covered by the Company Warrants (assuming for inclusion therein. The Company shall use its reasonable best efforts such purposes that all the Warrants had been eligible to have be exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such eligibility or exercise had in fact occurred as of such date), and (z) the number of Other Issuable Shares as of the date of the filing of the Registration Statement or any amendment declared effective by thereto (provided, however, that for purposes of this provision, the Commission number of Other Issuable Shares shall not be greater than the number of such shares which the SEC permits to be included in the Registration Statement). If, after the filing of the Registration Statement and prior to the Effectiveness Deadline. Subject Effective Date, the Conversion Price or the number of shares covered by the Warrants or both is or are to Allowable Grace Periods (as defined herein below)be adjusted or if the number of Other Issuable Shares increases, the Company shall use reasonable best efforts file an amendment to keep the Registration Statement effective pursuant reflecting the registration of the adjusted number of shares reflected in the foregoing formula based on such adjustments. Unless otherwise specifically agreed to in writing in advance by the Holder, the Registration Statement (X) shall include only the Registrable Securities, and (Y) shall also state that, in accordance with Rule 415 promulgated 416 and 457 under the Securities Act and available for sales Act, it also covers such indeterminate number of all additional shares of the Registrable Securities at all times until the date Common Stock as of which the Investor no longer owns any Registrable Securities (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 may become issuable to state a material fact required to be stated thereinprevent dilution resulting from stock splits, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicablestock dividends.

Mandatory Registration. The As promptly as practicable following the date hereof, the Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission SEC an initial amendment to the registration statement on Form S-3 (File No. 333-273395) or a registration statement on Form S-3 or similar short form registration statement that may be available at such time or its successor form, or, if the Company is ineligible to use Form S-3, a registration statement on Form S-1, for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act registering the resale of the Conversion Shares and the Warrant Shares from time to time pursuant to any method or combination of methods legally available to, and requested by, Purchaser then held by such holder that are not then covered by an effective resale registration statement (the “Registration Statement”). The Company will advise Purchaser promptly after it receives oral or written notice thereof of the time when the Registration Statement has become effective or any amendment or supplement thereto has been filed, the issuance of any stop order, the suspension of the qualification of the Common Stock registered on Form S-1 the Registration Statement for offering or S-3, sale in any jurisdiction or such other form any oral or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale written request by the Investor SEC for amendment of Registrable Securities. The the Registration Statement shall register or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the Commission for resale all of the Registrable Securities. The Investor SEC or any state securities commission and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with participate in the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion thereinresponses thereto. The Company shall use its reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to SEC under the Effectiveness Deadline. Subject to Allowable Grace Periods (Securities Act as defined herein below), the Company shall use reasonable best efforts promptly as practicable after such filing and to keep the Registration Statement effective pursuant until all Securities covered by the Registration Statement are sold in accordance with the intended plan of distribution set forth in the Registration Statement or supplement to Rule 415 promulgated under the prospectus or such Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “Registration Period”)have been withdrawn. The Registration Statement Company shall also take any action (including other than qualifying to do business in any amendments jurisdiction in which it is not now so qualified or supplements thereto and prospectuses contained thereinfiling a general consent to service of process) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, taken under any applicable state securities or necessary to make “blue sky” laws in connection with the statements therein, in light registration of the circumstances Common Stock and Purchaser shall furnish all information concerning Purchaser as may be reasonably requested in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to connection with any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicablesuch action.

Mandatory Registration. The Company shall prepare andshall, as soon as practicable, but in no event later than ninety (90) days after the Filing DeadlineExecution Date, file with the Commission SEC an initial Registration Statement on Form S-1 (or S-3, on Form S-3 or such other any similar short-form or forms registration statement as may be reasonably acceptable available at such time) covering the Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of 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 and Legal Counsel, covering in consultation with their respective legal counsel (the resale by the Investor of Registrable Securities“Initial Registration Statement”). The Initial Registration Statement shall register with the Commission for resale all of the only Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Initial Registration Statement or and any amendment thereto declared effective by the Commission prior SEC at the earliest possible date provided, however, that the Company’s obligations to register any Registrable Securities held by a Buyer in the Initial Registration Statement are contingent upon such Buyer furnishing in writing to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below)Company such information regarding such Buyer, the Company shall use reasonable best efforts to keep securities of PubCo held by the Registration Statement effective pursuant to Rule 415 promulgated under Buyer and the Securities Act and available for sales intended method of all disposition of the Registrable Securities at all times until as shall be reasonably requested by the date Company to effect the registration of the Registrable Securities, and the Buyer shall execute such documents in connection with such registration as the Company may reasonably request that are customary of which a selling Buyer in similar situations. If the Investor no longer owns any Registrable Securities (the “Registration Period”). The Initial Registration Statement (including any amendments or supplements thereto is initially filed on Form S-1 and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit thereafter PubCo becomes eligible to state a material fact required use Form S-3 for secondary sales, the Company shall, as promptly as reasonably practicable, cause such Initial Registration Statement to be stated thereinamended, or necessary to make the statements thereinshall file a new replacement Initial Registration Statement, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) such that the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicableon Form S-3.

Mandatory Registration. The Company shall prepare and, as soon as reasonably practicable, but an in no any event within the later than of (i) twenty (20) Business Days of the Filing Deadline, date of this Agreement or (ii) ten (10) Business Days from the date the SPAC Registration Statement (as defined in the Purchase Agreement) is declared effective by the SEC file with the Commission SEC, an initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor 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 Registrable Securitiesauthorized shares of the Company’s Common Stock then available for issuance in its Second Amended and Restated Certificate of Incorporation and the Exchange Cap (as defined in the Purchase Agreement), provided, however, that the Company may delay filing or suspend the use of any Registration Statement if the Company determines, upon advice of legal counsel, that in order for the registration statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if the Company’s Board of Directors, upon advice of legal counsel, reasonably believes that such filing or use could materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that could materially adversely affect the Company. The initial Registration Statement shall register with the Commission for resale all of only the Registrable Securities. The Investor and Legal Counsel its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or amendment supplement to such Registration Statement and any related prospectus Prospectus (as defined below) prior to its filing with the CommissionSEC, and the Company shall give due consideration to all such comments. The Investor acknowledges that it will be identified in the initial Registration Statement as an underwriter within the meaning of Section 2(a)(11) of the Securities Act and shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or and any amendment declared effective by the Commission prior to SEC at the Effectiveness Deadlineearliest practicable date. Subject to Allowable Grace Periods (as defined herein below), the The Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of on which the Investor no longer owns any shall have resold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement, (ii) all of the Registrable Securities may be sold by the Investor without Registration pursuant to Rule 144 without limitation as to volume and manner of sale restrictions and no Available Amount remains under the Purchase Agreement, (iii) six months after the termination of the Purchase Agreement, and (iv) one year after the date on which no Available Amount remains under the Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses 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. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.

Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, a registration statement covering the resale sale or distribution by the Investor Holders, on a delayed or continuous basis, including without limitation, by way of underwritten offering, block sale or other distribution plan designated by the Holders of a majority of the Registrable Securities. The Registration Statement shall register with the Commission for resale Securities from time to time, of all of the Registrable Securities. The Investor Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) (the “Shelf Registration”) within 90 days after the date hereof and Legal Counsel shall have a reasonable opportunity cause the Shelf Registration to review be declared effective by the Commission (and comment upon shall take such Registration Statement appropriate actions as are related thereto including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification, if necessary, under applicable blue sky or amendment to such Registration Statement other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any related prospectus other governmental requirements or regulations) as promptly as possible after the filing thereof, but in any event prior to its filing with the Commissiondate that is 165 days after the date hereof. The Investor shall furnish all information reasonably requested by Once declared effective, the Company for inclusion therein. The Company shall use its reasonable best efforts to have cause (x) the Shelf Registration Statement to be effective until the earlier of (i) five (5) years from the date hereof and (ii) such time as the Holders own shares of Common Stock, or amendment declared effective by shares of Common Stock issuable upon exercise or conversion of the Commission prior to Registrable Securities, which in the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), aggregate are less than 5% of the Company shall use reasonable best efforts to keep Company’s outstanding shares of Common Stock and the Registration Statement effective Holders may sell all of their Registrable Securities without registration pursuant to Rule 415 promulgated 144 under the Securities Act in any and available for sales of all of three-month periods, and (y) subject to Section 9(j), the Registrable Securities at all times until Shelf Registration to be useable by the date as of Holders during such entire period. The Company shall not be obligated to take any action to effect the Shelf Registration in any particular jurisdiction in which the Investor no longer owns any Registrable Securities (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 Company would be required to be stated thereinqualify to do business, subject itself to general taxation or necessary execute a general consent to make service of process in effecting such registration, qualification or compliance unless the statements thereinCompany is already qualified to do business, subject to general taxation or subject to service, as the case may be, in light of the circumstances in which they were madesuch jurisdiction, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or except as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement may be required by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicableSecurities Act.

Mandatory Registration. The Commencing on the Trigger Date, the Company shall prepare prepare, and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial SEC a Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, S-3 covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration and reasonably acceptable to the Required Holders, subject to the provisions of Section 2(c). The Investor and Legal Counsel Registration Statement prepared pursuant hereto shall have a reasonable opportunity register for resale at least the number of Common Shares equal to review and comment upon the Required Registration Amount as of the date such Registration Statement or amendment is initially filed with the SEC. The Registration Statement shall contain (except if otherwise directed by the Required Holders) the “Selling Shareholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B; provided that the Company may make any changes to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably sections as requested by the Company for inclusion thereinSEC so long as none of such changes are materially inconsistent with the form attached hereto as Exhibit B or adversely affect any Investor (including, without limitation, any restrictions on the manner of disposition). The Company shall use its commercially reasonable best efforts to have the such Registration Statement or amendment declared effective by the Commission prior to SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. Subject to Allowable Grace Periods By 9:30 a.m. (as defined herein below)New York City time) on the Business Day immediately following the Effective Date of the applicable Registration Statement, the Company shall use reasonable best efforts file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to keep the Registration Statement effective be used in connection with sales pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “such 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 misleadingStatement. Notwithstanding anything to the contrary stated hereincontained in this Agreement, in addition to any other remedies available at law or equity or as set forth hereinthan during an Allowable Grace Period, in the Purchase Agreement or otherwise, if (i) the Company shall have failed 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 file 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 on any Registration Statement without the prior written consent of the Required Holders. The Company shall not after the date hereof until the Effective Date of the Registration Statement by the Filing Deadline or (iirequired to be filed pursuant to this Section 2(a) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for enter into any reason or no reason, then the Company shall pay agreement providing any such right to Purchaser or any of its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicablesecurity holders.

Mandatory Registration. The Company shall prepare and, as soon as practicableFollowing the date hereof, but in no event later than 30 days following the Closing Date (such date, the “Mandatory Shelf Filing Deadline, file with the Commission an initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. 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 or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein belowDate”), the Company Partnership shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated prepare and file a registration statement under the Securities Act and available for sales to permit the public resale of Registrable Securities then outstanding from time to time as permitted by Rule 415 (or any similar provision then in effect) of the Securities Act with respect to all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “Registration Statement”). The Registration Statement filed pursuant to this Section 2.01 shall be on such appropriate registration form or forms of the Commission as shall be selected by the Partnership so long as it permits the continuous offering of the Registrable Securities pursuant to Rule 415 (or any similar provision then in effect) under the Securities Act at then-prevailing market prices. The Partnership shall use its commercially reasonable efforts to cause the Registration Statement to become effective on or as soon as practicable after filing. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and reasonably requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to cause the Registration Statement to be effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by the Registration Statement cease to be Registrable Securities (the “Effectiveness Period”). The Registration Statement when effective (including any amendments or supplements thereto the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and prospectuses contained therein) shall the Exchange Act and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein, therein or necessary to make the statements thereintherein not misleading (in the case of any prospectus contained in such Registration Statement or documents incorporated therein by reference, in the light of the circumstances in under which they were a statement is made, not misleading). Notwithstanding anything to As soon as practicable following the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file date that the Registration Statement by becomes effective, but in any event within two (2) Business Days of such date, the Filing Deadline or (ii) Partnership shall provide the Holders with written notice of the effectiveness of the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicableStatement.

Mandatory Registration. The Company shall prepare and, as soon as reasonably practicable, but an in no any event later than within twenty (20) Business Days of the Filing Deadline, date of this Agreement file with the Commission SEC, an initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor 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 Registrable Securitiesauthorized shares of the Company’s Common Stock then available for issuance in its Charter and the Exchange Cap (each as defined in the Purchase Agreement), provided, however, that the Company may delay filing or suspend the use of any Registration Statement if the Company determines, upon advice of legal counsel, that in order for the registration statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if the Company’s Board of Directors, upon advice of legal counsel, reasonably believes that such filing or use could materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that could materially adversely affect the Company. The initial Registration Statement shall register with the Commission for resale all of only the Registrable Securities. The Investor and Legal Counsel its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or amendment supplement to such Registration Statement and any related prospectus Prospectus (as defined below) prior to its filing with the CommissionSEC, and the Company shall give due consideration to all such comments. The Investor acknowledges that it will be identified in the initial Registration Statement as an underwriter within the meaning of Section 2(a)(11) of the Securities Act and shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or and any amendment declared effective by the Commission prior to SEC at the Effectiveness Deadlineearliest practicable date. Subject to Allowable Grace Periods (as defined herein below), the The Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of on which the Investor no longer owns any shall have resold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement, (ii) all of the Registrable Securities may be sold by the Investor without Registration pursuant to Rule 144 without limitation as to volume and manner of sale restrictions and no Available Amount remains under the Purchase Agreement, (iii) six months after the termination of the Purchase Agreement, and (iv) one year after the date on which no Available Amount remains under the Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses 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. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.

Mandatory Registration. The No later than three Business Days prior to the Initial Filing Deadline of the Resale Registration Statement the Company shall prepare deliver to the Stockholder Representative a draft of the Resale Registration Statement and consider in good faith any comments made by the Stockholder Representative and incorporate therein any agreed upon changes. Subject to any Permitted Delay, the Company shall prepare, and, as soon as practicable, practicable but in no event later than the Initial Filing Deadline, file with or confidentially submit to the Commission an initial SEC a Resale Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. 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 or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times (including any Registrable Securities to be distributed to members, general partners or limited partners or shareholders of any Holders that is a venture capital fund, institutional investor or pooled investment vehicle (each an “Institutional Shareholder”)). Each Holder who will include its shares in the Resale Registration Statement shall sign and return to the Company a Selling Stockholder questionnaire in substantially the form attached hereto as Exhibit B. The Company shall use its commercially reasonable efforts to (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable after the filing thereof and (ii) keep such Resale Registration Statement continuously effective and in compliance with the 1933 Act and useable until such time as the date as restrictive legends and/or similar designations on the Shares of Seller have been removed pursuant to Section 3(d), including by filing successive replacement or renewal Registration Statements upon the expiration of such Resale Registration Statement. If (i) there is material non-public information regarding the Company the disclosure of which the Investor no longer owns any Company determines in its reasonable good faith judgement (after consultation with its legal advisors) that the sale of Registrable Securities (pursuant to the “Registration Period”). The Resale Registration Statement (including any amendments or supplements thereto would require public disclosure of such material non-public information that Parent is not otherwise obligated to disclose and prospectuses contained therein) shall not contain any untrue statement that the immediate disclosure of a material fact or omit such information would be detrimental 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. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline Parent or (ii) the Company determines the Resale Registration Statement is proposed to be delayed or suspended would reasonably be expected to, if not declared effective by delayed or suspended, have an adverse effect on any pending negotiation or plan of the Effectiveness DeadlineCompany to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or other similar transaction, in each casecase that, for any reason or no reasonif consummated, would be material to the Company, then the Company shall pay to Purchaser may postpone or its designee an amount equal to $10,000 for each day following the Filing Deadline suspend filing or Effectiveness Deadline, as applicable, until the effectiveness of such Resale Registration Statement has been filed with or use of the Commission or prospectus under the Resale Registration Statement has been declared effective, as applicable(a “Permitted Delay”); provided that the Company shall not be entitled to exercise a Permitted Delay (A) more than once during any six (6) month period or (B) for a period exceeding forty-five (45) days on any one occasion.

Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial Registration Statement on Form S-1 S-0, X-0, X-0 or S-3F-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. 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 or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (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. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 5,000 for each day following the Filing Deadline or Effectiveness DeadlineDeadline , as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable; provided, however, that the amount payable pursuant to clause (ii) of this sentence shall not exceed $1,000,000. In the event there is any suspension by the Commission on the declaration of any China-based issuers’ registration statements’ effectiveness, the per-day delay penalty set forth herein shall be tolled until the resumption by the Commission on the effectiveness of the registration statements on China-based issuers.

Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial Registration Statement on Form S-1 S-1, F-1, S-3 or S-3F-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. 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 or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (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. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 50,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.

Mandatory Registration. The Company shall prepare and, as soon as practicablepracticable after the Public Listing Date, but in no event later than the Filing Deadline, file with the Commission an initial Registration Statement on Form S-1 X-0, X-0, X-0 or S-3F-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counselappropriate form, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (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. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.

Mandatory Registration. The Company shall prepare and, as soon as practicable, but in and use its reasonable best efforts to file no event later than 90 days following the Filing Deadline, file Closing with the Commission an initial Registration Statement on Form S-1 or S-3(such filing date, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register “Mandatory Shelf Filing Date”) a registration statement with the Commission providing for resale registration and resale, on a continuous or delayed basis pursuant to Rule 415, of all of the Registrable Securities. The Investor Securities then outstanding from time to time; such registration statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form); provided, however, that if the Company has filed the registration statement on Form S-1 and Legal Counsel shall have subsequently becomes eligible to use Form S-3 or any equivalent or successor form or forms, the Company may elect, in its sole discretion, to (i) file a reasonable opportunity to review and comment upon such Registration Statement or post-effective amendment to the registration statement converting such registration statement on Form S-1 to a registration statement on Form S-3 or any equivalent or successor form or forms or (ii) withdraw the registration statement on Form S-1 and file a registration statement on Form S-3 or any equivalent or successor form or forms, (the registration statement on such form, as amended or supplemented, the “Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion thereinStatement”). The Company shall use its reasonable best efforts to have cause the Registration Statement or amendment to be declared effective under the Securities Act by the Commission prior to as soon as reasonably practicable after the Effectiveness DeadlineMandatory Shelf Filing Date. Subject to Allowable Grace Periods (as defined herein below), the The Company shall use its reasonable best efforts to keep the Registration Statement continuously effective pursuant to Rule 415 promulgated under the Securities Act and available for sales until the earlier of (A) the date when all of the Registrable Securities at all times until covered by such Registration Statement have been sold and (B) the date as on which all of which the Investor no longer owns any Purchased Shares cease to be Registrable Securities hereunder (such period, the “Registration Effectiveness Period”). The Registration Statement when effective (including any amendments or supplements thereto the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and prospectuses contained therein) shall the Exchange Act and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein, therein or necessary to make the statements thereintherein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that the Registration Statement becomes effective, but in which they were madeany event within two (2) Business Days of such date, not misleadingthe Company shall provide the Holders with written notice of the effectiveness of the Registration Statement. Notwithstanding anything For so long as any Registrable Securities covered by the Registration Statement remain unsold, the Company will file any supplements to the contrary stated hereinprospectus contained therein or post-effective amendments required to be filed by applicable law in order to incorporate into such prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, in addition to any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if information necessary so that (i) the Company shall have failed to file the Registration Statement by shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the Filing Deadline or statements therein not misleading, and (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or complies with its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.obligations under Item 512(a)(1) of Regulation S-K.

Mandatory Registration. The Commencing on the Trigger Date, the Company shall prepare prepare, and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial SEC a Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, S-3 covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration and reasonably acceptable to the Required Holders, subject to the provisions of Section 2(c). The Investor and Legal Counsel Registration Statement prepared pursuant hereto shall have a reasonable opportunity register for resale at least the number of Common Shares equal to review and comment upon the Required Registration Amount as of the date such Registration Statement or amendment is initially filed with the SEC. The Registration Statement shall contain (except if otherwise directed by the Required Holders) the “Selling Shareholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B; provided that the Company may make any changes to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably sections as requested by the Company for inclusion thereinSEC so long as none of such changes are materially inconsistent with the form attached hereto as Exhibit B or adversely affect any Investor (including, without limitation, any restrictions on the manner of disposition). The Company shall use its commercially reasonable best efforts to have the such Registration Statement or amendment declared effective by the Commission prior to SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. Subject to Allowable Grace Periods By 9:30 a.m. (as defined herein below)New York City time) on the Business Day immediately following the Effective Date of the applicable Registration Statement, the Company shall use reasonable best efforts file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to keep the Registration Statement effective be used in connection with sales pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “such 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 misleadingStatement. Notwithstanding anything to the contrary stated hereincontained in this Agreement, in addition to any other remedies available at law or equity or as set forth hereinthan during an Allowable Grace Period, in the Purchase Agreement or otherwise, if (i) the Company shall have failed 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 file 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 on any Registration Statement filed pursuant to Section 2(a) without the prior written consent of the Required Holders. The Company shall not after the date hereof until the Effective Date of the Registration Statement by the Filing Deadline or (iirequired to be filed pursuant to this Section 2(a) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for enter into any reason or no reason, then the Company shall pay agreement providing any such right to Purchaser or any of its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicablesecurity holders.

Mandatory Registration. The Commencing on the Trigger Date, the Company shall prepare prepare, and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial SEC a Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, S-3 covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration and reasonably acceptable to the Required Holders, subject to the provisions of Section 2(c). The Investor and Legal Counsel Registration Statement prepared pursuant hereto shall have a reasonable opportunity register for resale at least the number of Common Shares equal to review and comment upon the Required Registration Amount as of the date such Registration Statement or amendment is initially filed with the SEC. The Registration Statement shall contain (except if otherwise directed by the Required Holders) the “Selling Shareholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B; provided that the Company may make any changes to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably sections as requested by the Company for inclusion thereinSEC so long as none of such changes are materially inconsistent with the form attached hereto as Exhibit B or adversely affect any Investor (including, without limitation, any restrictions on the manner of disposition). The Company shall use its commercially reasonable best efforts to have the such Registration Statement or amendment declared effective by the Commission prior to SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. Subject to Allowable Grace Periods By 9:30 a.m. (as defined herein below)New York City time) on the Business Day immediately following the Effective Date of the applicable Registration Statement, the Company shall use reasonable best efforts file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to keep the Registration Statement effective be used in connection with sales pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “such 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 misleadingStatement. Notwithstanding anything to the contrary stated hereincontained in this Agreement, in addition to any other remedies available at law or equity or as set forth hereinthan during an Allowable Grace Period, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the ensure that, when filed and at all times while effective, each Registration Statement by and the Filing Deadline or (ii) the prospectus used in connection with such Registration Statement is not declared effective will disclose (whether directly or through incorporation by reference to other SEC filings to the Effectiveness Deadline, in each case, for any reason or no reason, then extent permitted) all material information regarding the Company and its securities. In no event shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Company include any securities other than Registrable Securities on any Registration Statement has been filed with pursuant to this Section 2(a) without the Commission or prior written consent of the Registration Statement has been declared effective, as applicableRequired Holders.

Mandatory Registration. The Subject to any Permitted Delay, the Company shall prepare prepare, and, as soon as practicable, practicable but in no event later than the Initial Filing Deadline, file with or confidentially submit to the Commission an initial SEC a Resale Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Each Holder who will include its shares in the Resale Registration Statement or amendment shall sign and return to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. a Selling Stockholder questionnaire in substantially the form attached hereto as Exhibit B. The Company shall use its commercially reasonable best efforts to have (i) cause the Resale Registration Statement or amendment to be declared effective by the Commission prior SEC as soon as practicable after the filing thereof and (ii) keep such Resale Registration Statement continuously effective and in compliance with the 1933 Act and useable until such time as the restrictive legends and/or similar designations on the Shares of Seller have been removed pursuant to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein belowSection 4(e), including by filing successive replacement or renewal Registration Statements upon the expiration of such Resale Registration Statement. If (i) there is material non-public information regarding the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as disclosure of which the Investor no longer owns any Registrable Securities (Company determines would reasonably be expected to have a significant adverse effect on the “Registration Period”). The Registration Statement (including any amendments or supplements thereto Company and prospectuses contained therein) shall that the Company would not contain any untrue statement of a material fact or omit to state a material fact otherwise be required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available disclose at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline such time or (ii) the Company determines the Resale Registration Statement is proposed to be delayed or suspended would reasonably be expected to, if not declared effective by delayed or suspended, have an adverse effect on any pending negotiation or plan of the Effectiveness DeadlineCompany to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or other similar transaction, in each casecase that, for any reason or no reasonif consummated, would be material to the Company, then the Company shall pay to Purchaser may postpone or its designee an amount equal to $10,000 for each day following the Filing Deadline suspend filing or Effectiveness Deadline, as applicable, until the effectiveness of such Resale Registration Statement has been filed with or use of the Commission or prospectus under the Resale Registration Statement has been declared effective, as applicable(a “Permitted Delay”); provided that the Company shall not be entitled to exercise a Permitted Delay (A) more than once during any six (6) month period or (B) for a period exceeding forty-five (45) days on any one occasion.

Mandatory Registration. The Company shall prepare prepare, and, as soon as practicable, file with the SEC a Registration Statement on Form S-3 covering the resale of all of the Registrable Securities held by Investors. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Purchaser, subject to the provisions of Section 2(b). The Registration Statement prepared pursuant hereto shall register for resale all of the Registrable Securities as of the date such Registration Statement is initially filed with the SEC. The Registration Statement shall contain (except if otherwise directed by the Purchaser) the “Selling Shareholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit A. The Company shall use commercially reasonable efforts to have such Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. 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 or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below)By 9:30 a.m. on the Business Day immediately following the Effective Date of the applicable Registration Statement, the Company shall use reasonable best efforts file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to keep the Registration Statement effective be used in connection with sales pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “such 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 misleadingStatement. Notwithstanding anything to the contrary stated hereincontained in this Agreement, in addition to any other remedies available at law or equity or as set forth hereinthan during an Allowable Grace Period, in the Purchase Agreement or otherwise, if (i) the Company shall have failed 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 file other SEC filings to the extent permitted) all material information regarding the Company and its securities required to be disclosed therein. In no event shall the Company grant any “piggyback” rights to any Person that applies to any sale of Registrable Securities by the Purchaser, without the prior written consent of the Purchaser. The foregoing two sentences shall not be deemed to prevent the Company from filing and/or using a registration statement (such as a “universal” registration statement) that covers multiple potential uses. The Company shall not after the date hereof until the Effective Date of the Registration Statement required to be filed pursuant to this Section 2(a) enter into any agreement providing any “piggyback” rights to any of its security holders that applies to any sale of Registrable Securities by the Filing Deadline or (ii) Purchaser, without the Registration Statement is not declared effective by prior written consent of the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicablePurchaser.

Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial Registration Statement on Form S-1 S-1, F-1, S-3 or S-3F-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. 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 or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (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. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable; provided, however, that the amount payable pursuant to clause (ii) of this sentence shall not exceed $300,000 in the event that such delay in the declaration of effectiveness of the Registration Statement is caused by delays in Commission review of the Registration Statement or the Commission’s refusal to declare the Registration Statement effective.

Mandatory Registration. The Company shall prepare prepare, and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial SEC a Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, S-3 covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(c). The Investor and Legal Counsel Registration Statement prepared pursuant hereto shall have a reasonable opportunity register for resale at least the number of shares of Common Stock equal to review and comment upon the Required Registration Amount as of the date such Registration Statement or amendment to such is initially filed with the SEC. The Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested contain (except if otherwise directed by the Company for inclusion therein. Required Holders) the “Selling Stockholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the such Registration Statement or amendment declared effective by the Commission prior to SEC as soon as practicable, but in no event later than the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below)By 9:30 a.m. on the Business Day immediately following the Effective Date of the applicable Registration Statement, the Company shall use reasonable best efforts file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to keep the Registration Statement effective be used in connection with sales pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “such 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 misleadingStatement. Notwithstanding anything to the contrary stated hereincontained in this Agreement, in addition to any other remedies available at law or equity or as set forth hereinthan during an Allowable Grace Period, in the Purchase Agreement or otherwise, if (i) the Company shall have failed 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 file 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 not after the date hereof until the Effective Date of the Registration Statement by the Filing Deadline or (iirequired to be filed pursuant to this Section 2(a) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for enter into any reason or no reason, then the Company shall pay agreement providing any such right to Purchaser or any of its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicablesecurity holders.

Mandatory Registration. The Company shall prepare and, as soon as reasonably practicable, but an in no any event later than within twenty (20) Business Days of the Filing Deadline, date of this Agreement file with the Commission SEC, an initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor 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 Registrable Securitiesauthorized shares of the Company’s Common Stock then available for issuance in its Charter and the Exchange Cap (each as defined in the Purchase Agreement), provided, however, that the Company may delay filing or suspend the use of any Registration Statement if the Company determines, upon advice of legal counsel, that in order for the registration statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if the Company’s Board of Directors, upon advice of legal counsel, reasonably believes that such filing or use could materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that could materially adversely affect the Company. The initial Registration Statement shall register with the Commission for resale all of only the Registrable Securities. The Investor and Legal Counsel its counsel acknowledges that it will be identified in the initial Registration Statement as an underwriter within the meaning of 2(a)(11) of the Securities Act and shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or amendment supplement to such Registration Statement and any related prospectus Prospectus (as defined below) prior to its filing with the CommissionSEC, and the Company shall give due consideration to all such comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or and any amendment declared effective by the Commission prior to SEC at the Effectiveness Deadlineearliest practicable date. Subject to Allowable Grace Periods (as defined herein below), the The Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of on which the Investor no longer owns any shall have resold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement, (ii) all of the Registrable Securities may be sold by the Investor without Registration pursuant to Rule 144 without limitation as to volume and manner of sale restrictions and no Available Amount remains under the Purchase Agreement, (iii) six months after the termination of the Purchase Agreement, and (iv) one year after the date on which no Available Amount remains under the Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses 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. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.

Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial Registration Statement on Form S-1 X-0, X-0, X-0 or S-3F-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. 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 or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (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. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable; provided, however, that the amount payable pursuant to clause (ii) of this sentence shall not exceed $300,000 in the event that such delay in the declaration of effectiveness of the Registration Statement is caused by delays in Commission review of the Registration Statement or the Commission’s refusal to declare the Registration Statement effective.

Mandatory Registration. The (a) Within thirty (30) days after the Closing (or, if the date that is thirty (30) days after the Closing is not a business day, the next business day immediately following such date), the Company shall will prepare and, as soon as practicable, but in no event later than the Filing Deadline, and file with the Commission an initial Registration Statement SEC a registration statement on Form 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, then such registration shall be on Form S-1 or S-3any successor form) for the purpose of registering under the Securities Act all of the Registrable Securities for resale by, or such other form or forms and for the account of, the Holders as may be reasonably acceptable to selling stockholders thereunder (the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities“Registration Statement”). The Registration Statement shall register with permit the Commission for resale 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 Investor and Legal Counsel shall have a Company agrees to use commercially reasonable opportunity efforts to review and comment upon such cause the Registration Statement or amendment to such become effective as soon as practicable (which shall include using commercially reasonable efforts to respond to any comments of the SEC in respect of the Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion thereinwithin ten (10) business days following receipt thereof). The Company shall use its reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts be required to keep the Registration Statement effective pursuant to Rule 415 promulgated under until such date that is the Securities Act and available for sales earlier of (i) the date when all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (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. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company registered thereunder shall have failed to file the Registration Statement by the Filing Deadline 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 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 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 subsection (a)(i) or (ii) have not declared effective by the Effectiveness Deadlineyet occurred, in each case, for any reason or no reason, then the Company shall pay be required to Purchaser extend the Mandatory Registration Termination Date by the same number of days as such delay or its designee an amount equal Suspension Period (as defined in Section 10 hereof), provided that such delay is not the result of the Holders’ failure or delay to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicablefurnish information required under Section 5 hereof.

Mandatory Registration. Upon the written request of Holder to register, at the Company's expense, the Compensation Shares underlying the Warrants, the Company shall, subject to the conditions and in accordance with the procedures set forth herein, have six (6) months from the date of such notice to file a Registration Statement with the SEC covering the Compensation Shares issuable pursuant to the Warrants (and use its best efforts to cause such Registration Statement to become effective as soon as possible thereafter). The Company shall prepare and, as soon as practicable, but in no event later than be required to keep the Filing Deadline, file with the Commission an initial Registration Statement on Form S-1 or S-3pursuant to which the Compensation Shares underlying the Warrants are registered effective for a period of one (1) year. The filing of any Registration Statement upon the request of the Holder is contingent upon the Company being able to receive at a reasonable cost, or which shall be in the sole discretion of the Company, the consent of any auditors necessary to include any and all financial statements prepared by such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale auditors for any time periods required by the Investor rules and regulations of Registrable Securitiesthe Securities and Exchange Commission or other regulatory entities governing such financial statements. The Holder whose Compensation Shares underlying the Warrants are to be included in the Registration Statement shall register furnish the Company with such appropriate information as the Company shall reasonably request in writing concerning the Holder as is necessary for the Company to comply with the Commission for resale all disclosure requirements of the Registrable SecuritiesAct, and the rules and regulations promulgated thereunder. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon Following the effective date of such Registration Statement or amendment to Statement, the Company shall, upon the reasonable request of the Seller, supply such Registration Statement and any related prospectus prior to its filing with number of prospectuses meeting the Commission. The Investor requirements of the Act, as shall furnish all information reasonably be requested by such Seller to permit such Seller to make a public offering of all the Company for inclusion Common Shares of such Seller included therein. The Company shall use its reasonable best exercise good faith efforts to have qualify the Registration Statement or amendment declared effective by Compensation Shares underlying the Commission prior to Warrants for sale in such states as the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company Seller shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (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. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicablereasonably designate.

Mandatory Registration. (a) The Company shall prepare prepare, and, as soon as practicable, practicable but in no event later than the Filing DeadlineJuly 13, 2002, file with the Commission an initial SEC a Registration Statement or Registration Statements (as is necessary) on Form S-1 or S-3, S-3 or such other appropriate form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such initial Registration Statement or amendment prepared pursuant hereto shall register for resale that number of shares of Company common stock shares equal to such the number of Registrable Securities as of the date immediately preceding the date the Registration Statement and any related prospectus prior to its filing is initially filed with the CommissionSEC, subject to adjustment as provided herein. The Investor shall furnish all information reasonably requested If a Registration Statement covering the Registrable Securities is not filed with the SEC by July 13, 2002 (the "Registration Date"), for each thirty (30) day period (or pro-rata for any portion thereof) following the Registration Date during which no Registration Statement is filed with respect to the Registrable Securities, the Company for inclusion thereinwill pay to each Purchaser in cash, an amount equal to 2.0% of the aggregate amount paid to the Company by such Purchaser on the date it purchased securities pursuant to the Securities Purchase Agreement. The Company shall use its reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods SEC as soon as practicable, but in no event later than one hundred twenty (as defined herein below), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until 120) days after the date as of which filing. In the Investor no longer owns any Registrable Securities (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. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) event the Registration Statement is not declared effective by the Effectiveness DeadlineSEC on or prior to such date set forth in the immediately preceding sentence, (i) the Purchase Price (as defined in the Warrant) of the Warrant shall be reduced by 10% of the Purchase Price on each case, for any reason or no reason, then 30th day that the Registration Statement is not declared effective by the SEC and (ii) the Company shall pay make pro-rata payments to each Purchaser or its designee in cash an amount equal to $10,000 2.0% of the aggregate amount paid by such Purchaser on the date it purchased securities pursuant to the Securities Purchase Agreement, for each any 30-day period or pro rata for any portion thereof following the Filing Deadline or Effectiveness Deadline, as applicable, until the date by which such Registration Statement has should have been filed with the Commission or the Registration Statement has been declared effective, as applicable.

Mandatory Registration. The Upon written demand by the Investor, the Company shall prepare andshall, as soon as practicable, but in no event later than the Filing Deadlinewithin forty-five (45] calendar days of such written demand, file with the Commission an initial SEC a Registration Statement on Form S-1 or S-3covering those Registrable Securities set forth in such written demand, or such other form or forms amount as may otherwise shall be reasonably acceptable permitted to the Investor be included thereon in accordance with applicable SEC rules, regulations and Legal Counsel, covering interpretations so as to permit the resale of such Registrable Securities by the Investor of Registrable Securities. The Registration Statement shall register with under Rule 415 under the Commission for resale all of the Registrable SecuritiesSecurities Act. The Investor and Legal Counsel its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or amendment supplement to such Registration Statement and any related prospectus prior to its filing with the CommissionSEC, and the Company shall 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 or and any amendment declared effective by the Commission prior to SEC at the Effectiveness Deadlineearliest possible date. Subject to Allowable Grace Periods (as defined herein below), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor no longer owns any 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 no Available Amount remains under the Purchase Agreement (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. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.

Mandatory Registration. The (a) On or prior to the 30th day following the Closing Date, the Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, and file with the Commission an initial the Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by of all of the Investor of Registrable SecuritiesSecurities for an offering to be made on a continuous basis pursuant to Rule 415 (the “Required Filing Date”). The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register with the Commission for resale all of the Registrable SecuritiesSecurities on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance herewith). The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor required hereunder shall furnish all information reasonably requested contain (except if otherwise directed by the Company for inclusion therein. Investors) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its commercially reasonable best efforts to have cause the Registration Statement or amendment to be declared effective by under the Commission prior to Securities Act as promptly as possible after the filing thereof, but in any event not later than the 110th day after the Closing Date (the “Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein belowDate”), the Company and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all until the earlier of the date when all Registrable Securities at all times until covered by the date as of which the Investor no longer owns any Registrable Securities (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained thereina) shall not contain any untrue statement of a material fact or omit have been sold pursuant 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. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the Filing Deadline counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Investors or (iic) the second anniversary of the date on which the Registration Statement is not declared effective by (the “Effectiveness Deadline, in each case, for any reason Period”) or no reason, then such longer time as the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicablemay determine.

Mandatory Registration. The Company shall prepare prepare, and, as soon as practicable, reasonably practicable but in no event later than the Filing Deadline, file with the Commission an initial SEC a Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, S-3 covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. In the event that Form S-3 is unavailable for such a registration in accordance with SEC Guidance, the Company shall use such other appropriate form as is available for such a registration in accordance with SEC Guidance, subject to the provisions of Section 2(c). The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment prepared pursuant hereto shall register for resale the number of Registrable Securities determined as of the Business Day prior to such the date the Registration Statement and any related prospectus is initially filed with the SEC (the “Filing Determination Date”), subject to adjustment as provided in Section 2(d). Not later than five Business Days prior to its filing with the Commissionanticipated Filing Determination Date, the Company shall provide written notice to the Investors of such anticipated Filing Determination Date. The Each Investor shall furnish all provide such information reasonably requested as is required by Section 4(a) not later than the Company for inclusion thereinthird Business Day after receipt of such notice from the Company. The Company shall use its commercially reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior SEC as soon as reasonably practicable, provided however, that if a Registration Statement shall be required to include financial statements or pro forma financial information that includes “fresh start” accounting financial information, the Effectiveness DeadlineCompany shall not be required to cause such Registration Statement to become effective until such financial statements or pro forma financial information, or both, as the case may be, are available and included in such Registration Statement. Subject to Allowable Grace Periods (as defined herein below)For the avoidance of doubt, the Company shall use its commercially reasonable best efforts to keep cause such “fresh start” financial statements or “fresh start” pro forma financial information, as the case may be, to be available and included in such Registration Statement as soon as reasonably practicable. By the end of the Business Day following the Effective Date, the Company shall file with the SEC, in accordance with SEC Guidance, a final prospectus to be used in connection with sales pursuant to such Registration Statement. From time to time, the Investors may, by written notice to the Company, request that an amount of additional Registrable Securities be registered on a Registration Statement. Upon receipt of such notice, the Company shall prepare, and, as soon as reasonably practicable, file with the SEC a post-effective amendment to the Registration Statement effective pursuant to Rule 415 promulgated under on Form S-3 covering the Securities Act and available for sales resale of all of the such additional Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (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. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicableSecurities.

Mandatory Registration. The Company shall prepare andagrees that, as soon as practicable, but in no event later than within thirty (30) calendar days following the Closing Date (the “Filing Deadline”), the Company will file with the Commission an initial (at the Company’s sole cost and expense) a registration statement 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 each 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 sixty (60) calendar days after the Closing Date (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) 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 a Purchaser’s timely request, the Company shall provide a draft of the Registration Statement to such Purchaser at least three (3) Business Days in advance of the date of filing the Registration Statement with the Commission (the “Filing Date”), and Purchaser shall provide any comments on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable the Registration Statement to the Investor and Legal Counsel, covering Company no later than two (2) Business Days immediately preceding the resale Filing Date. Upon notification by the Investor 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 a 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, such 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 SecuritiesSecurities will be deemed satisfied or (ii) be included as such in the Registration Statement. The Subject to any comments from the Staff, such Registration Statement shall register with include the Commission plan of distribution attached hereto as Exhibit A. Such Registration Statement shall not include any shares of Common Stock or other securities for resale all 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 Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have notify the Registration Statement Purchasers by facsimile or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods e-mail as promptly as practicable, and in any event, within twenty-four (as defined herein below)24) hours, the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (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. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) after the Registration Statement is not declared effective by or is supplemented and shall provide the Effectiveness Deadline, Purchasers with copies of any related prospectus to be used in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed connection with the Commission sale or other disposition of the Registration Statement has been declared effective, as applicablesecurities covered thereby.

Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, promptly file a Registration Statement with the Commission an initial SEC (the “Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable SecuritiesStatement”). The Registration Statement shall register with the Commission for resale all of only the Registrable Securities, and no other securities of the Company. “Registrable Securities” shall mean any shares of Common Stock issued or issuable as Put Shares. The Investor Purchaser and Legal Counsel its counsel shall have a reasonable opportunity to review and comment upon such the Registration Statement or amendment any amendments to such the Registration Statement and any related prospectus Prospectus prior to its filing with the CommissionSEC. The Investor Purchaser shall furnish all information reasonably requested by the Company for inclusion thereinin the Registration Statement. The Company shall use its reasonable best efforts to have the Registration Statement or amendment amendments declared effective by the Commission prior to SEC at the Effectiveness Deadlineearliest possible date. Subject to Allowable Grace Periods (as defined herein below), the The Company shall use its reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended (the “1933 Act”) and available for sales of all of the Registrable Securities at all times until the earlier of (a) twelve (12) months after the expiration of the Equity Line Period, or (b) the date as of upon which the Investor no longer owns any Purchaser and their designees shall have sold all of the Registrable Securities. If required by SEC Rules and Regulations in order to keep the Registrable Securities registered until the earlier of (a) twelve (12) months after the expiration of the Equity Line Period, or (b) the date upon which the Purchaser and their designees shall have sold all of the Registrable Securities, the Company shall utilize its best efforts to prepare and file a new Registration Statement (the “New Registration PeriodStatement”). The Registration Statement and any New Registration Statement (including any amendments or supplements thereto and prospectuses Prospectuses contained therein) (collectively, the “Registration Documents”) 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. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.

Mandatory Registration. The Company shall prepare and, as soon as reasonably practicable, but in no event later than the 60th day following the Closing Date (the “Filing Deadline”), file with the Commission an initial Registration Statement SEC, a registration statement on Form S-1 or S-3, or such other form or forms under the Securities Act as may be reasonably acceptable is then available to the Investor Company (including the prospectus, amendments and Legal Counselsupplements to such registration statement or prospectus, covering including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Registration Statement”), providing for the resale from time to time by the Investor Investors of any and all Registrable Securities. Notwithstanding anything to the contrary contained herein, the Filing Deadline shall be automatically extended by a number of days necessary to address any comments to the Registration Statement by any Investor’s counsel, which comments have required that the Company not file the Registration Statement as set forth in clause (B) of Section 4.7(c)(iii). The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested contain (except as otherwise directed by the Company for inclusion therein. Investors) the “Selling Stockholders” and “Plan of Distribution” sections in substantially the form attached hereto as Annex B. The Company shall agrees to use its reasonable best efforts to have cause the Registration Statement or amendment to be declared effective by the Commission prior to SEC as soon as practicable following such filing, but in no event later than the Effectiveness Deadline. Subject to Allowable Grace Periods earlier of (as defined herein below), x) the 150th day following the Closing Date or (y) the fifth day following the date on which the Company shall use reasonable best efforts to keep is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement effective pursuant will not be reviewed or will not be subject to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities further review (such date, the “Registration PeriodEffectiveness Deadline”). The Registration Statement Company shall promptly, and in any event within three (including any amendments or supplements thereto and prospectuses contained therein3) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated thereinTrading Days, or necessary to make notify the statements therein, in light Investors of the circumstances in which they were made, not misleadingeffectiveness of the Registration Statement. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the The Company shall have failed to file maintain the effectiveness of the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadlinefor so long as there are any Registrable Securities outstanding, in each case, for any reason or no reason, then the Company shall pay with respect to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicablesuch Registrable Securities.

Mandatory Registration. Pursuant to the terms of this Section 2(a), the Company will prepare and file a Registration Statement with the SEC, registering all of the Registrable Securities for resale promptly following the closing of the purchase of the Common Stock (the "Closing Date"). To the extent allowable under the Securities Act and the Rules promulgated thereunder, the Registration Statement shall include the Registrable Securities of the Purchase Agreement and/or upon exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions, or (ii) by reason of changes in the exercise price of the Warrants in accordance with the terms thereof. The number of shares of Common Stock initially included in such Registration Statement shall include One Hundred Percent (100%) of the number of Registrable Securities that are issued on the Closing Date and issuable upon exercise of the Warrants as of the Closing Date. The Registration Statement (and each amendment or supplement thereto) shall be provided to, and subject to the reasonable approval of, the Current Investors and their counsel. The Company shall prepare and, use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as practicable after the Company meets all requirements to file a Form S-3 and as soon as practicable after filing and in any event no later than sixty (60) days after the Company meets all requirements to file a Form S-3 or one hundred fifty (150) days after the Closing Date (the "Required Effective Date"). The Company will use commercially reasonable efforts to cause the Registration Statement to be filed with the SEC as soon as practicable, but in no event not later than one hundred fifty (150) days from the Filing Closing Date (the "Registration Deadline"). Additionally, file with if the Commission an initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to SEC reviews the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by requires the Company for inclusion therein. The Company shall to make modifications thereto, then it will use its reasonable best efforts to have the Registration Statement declared effective as soon as practicable. In the event that after the Closing Date and before the Registration Statement is filed, the offices of the SEC are closed due to acts of God, war or amendment terror, then the Registration Deadline will be extended by a number of days equal to the days of any such closure. Such best efforts shall include, but not be limited to, promptly responding to all comments received from the staff of the SEC. Should the Company receive notification from the SEC that the Registration Statement will receive no action or no review from the SEC, the Company shall cause such Registration Statement to become effective within five (5) business days of such SEC notification. Once declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below)SEC, the Company shall use reasonable best efforts cause such Registration Statement to keep remain effective throughout the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (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. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.

Mandatory Registration. The Following the date hereof, but no later than thirty (30) days following the Closing Date (such date, the “Mandatory Shelf Filing Date”), the Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, and use its commercially reasonable efforts to file a registration statement with the Commission an initial Registration Statement providing for registration and resale, on Form S-1 a continuous or S-3delayed basis pursuant to Rule 415, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor Securities then outstanding from time to time; such registration statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form); provided, however, that if the Company has filed the registration statement on Form S-1 and Legal Counsel shall have subsequently becomes eligible to use Form S-3 or any equivalent or successor form or forms, the Company may elect, in its sole discretion, to (i) file a reasonable opportunity to review and comment upon such Registration Statement or post-effective amendment to the registration statement converting such registration statement on Form S-1 to a registration statement on Form S-3 or any equivalent or successor form or forms or (ii) withdraw the registration statement on Form S-1 and file a registration statement on Form S-3 or any equivalent or successor form or forms, (the registration statement on such form, as amended or supplemented, the “Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion thereinStatement”). The Company shall use its commercially reasonable best efforts to have cause the Registration Statement or amendment to be declared effective under the Securities Act by the Commission prior to as soon as reasonably practicable after the Effectiveness DeadlineMandatory Shelf Filing Date. Subject to Allowable Grace Periods (as defined herein below), the The Company shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective pursuant to Rule 415 promulgated under the Securities Act and available for sales until the earlier of (A) the date when all of the Registrable Securities at all times until covered by such Registration Statement have been sold, and (B) the date as on which all of which the Investor no longer owns any Purchased Shares cease to be Registrable Securities hereunder (such period, the “Registration Effectiveness Period”). The Registration Statement when effective (including any amendments or supplements thereto the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and prospectuses contained therein) shall the Exchange Act and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein, therein or necessary to make the statements thereintherein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that the Registration Statement becomes effective, but in which they were madeany event within two (2) Business Days of such date, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file provide the Holders with written notice of the effectiveness of the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicableStatement.

Mandatory Registration. The Company shall prepare andshall, as soon as practicableon or prior to September 30, but in no event later than the Filing Deadline2016, file with the Commission SEC an initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor 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 Registrable Securitiesauthorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register with the Commission for resale all of only the Registrable Securities. The Company shall not file any other registration statement with the SEC unless and until (i) the initial Registration Statement referred to in this Section 2(a) has been declared effective by the SEC and (ii) the Company shall have issued or caused to be issued to the Investor (A) one or more certificates representing the Initial Purchase Shares and the Commitment Shares free from all restrictive and other legends or (B) a number of shares of Common Stock equal to the number of Initial Purchase Shares and Commitment Shares as DWAC Shares, in each case in accordance with Section 6(b) of the Purchase Agreement. The Investor and Legal Counsel its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or amendment supplement to such Registration Statement and any related prospectus prior to its filing with the CommissionSEC, and the Company shall give due consideration to all such 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 or and any amendment declared effective by the Commission prior to SEC at the Effectiveness Deadlineearliest possible date. Subject to Allowable Grace Periods (as defined herein below), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales the resale by the Investor of all of the Registrable Securities covered thereby at all times until the date as of on which the Investor no longer owns any shall have resold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (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 under which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.