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 Following the date hereof, but no later than ninety (90) 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 and Legal Counsel Securities then outstanding from time to time; such registration statement shall have a reasonable opportunity to review and comment upon 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 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 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 as soon as reasonably practicable after the Mandatory Shelf Filing Date, but in any event no later than the earlier of (A) if the Registration Statement is subject to review by the Commission, one hundred and fifty (150) days following the Closing Date, and (B) if the Registration Statement is not subject to review by the Commission, five (5) days following the date of receipt of such notice from the Commission (such earlier date, the “Effectiveness Deadline”). 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 Common Shares sold to the Purchasers pursuant to the Share Purchase Agreement 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 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 In the event that the Company completes the Public Listing, 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 Company shall cause such initial Registration Statement to be filed with the Commission within 20 (twenty) business days after the Public Listing Date (the “Filing Deadline”). 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 any 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 U.S. $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 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.

Mandatory Registration. Subject to the terms and conditions of this Agreement, the Company shall use commercially reasonable efforts to, (i) on or prior to the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of Registrable Securities, and (ii) on or prior to the 30th calendar day following receipt of each written notice by the Investor (a “Demand Notice”) delivered pursuant to the terms hereof, prepare and file an additional Registration Statement covering the resale by the Investor of Registrable Securities not covered by the initial Registration Statement. Each Registration Statement prepared pursuant hereto shall register for resale at least the number of Common Shares equal to the Required Registration Amount as of date the Registration Statement is initially filed with the SEC. Each Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall prepare and, use its commercially reasonable efforts to have each Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Filing Effectiveness Deadline. By 9:30 am, New York time on the Business Day following the date of effectiveness, the Company shall file with the Commission an initial SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement on Form S-1 or S-3with the SEC, or such other form or forms as may be reasonably acceptable the Company shall furnish a draft of the Registration Statement 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 their review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commissionreasonable comment. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have comments on the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness DeadlineCompany within 24 hours of the receipt thereof from the Company. Subject to Allowable Grace Periods (as defined herein below)For the purposes hereof, the Investor shall be entitled to deliver a Demand Notice to the Company shall use reasonable best efforts to keep at any time during the Registration Period if at such time (i) no 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 is then in effect which the Investor no longer owns any may use to resell 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 thereinSecurities, 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) a Registration Statement is effective, but the holder has resold substantially all of the Common Shares registered on such Registration Statement to the extent that additional Registrable Securities remain issuable. In the event that the initial 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 the Investor, in Common Shares, payments in an aggregate amount equal to $10,000 24.0% per annum of the Subscription Amount for each day the actual number of days the during which such failure continues (each, a “Delay Penalty Payment”). The aggregate Delay Penalty Payments shall not exceed 18.0% of the Subscription Amount (the “Delay Penalty Payment”). Each Delay Penalty Payment shall be paid to the Investor every 30 calendar days following the Filing Effectiveness Deadline or Effectiveness Deadline(each, a “Delay Penalty Payment Date”). The number of Common Shares payable pursuant to the Delay Penalty Payment (the “Penalty Shares”) will be the quotient obtained by dividing (i) the Delay Penalty Payment, by (ii) the Conversion Price (as applicable, until defined in the Registration Statement has been filed with Convertible Debentures) on the Commission or applicable Delay Penalty Payment Date. The Company and the Registration Statement has been declared effective, Investor hereby agree that the Penalty Shares shall be deemed earned in full by the Investor as applicableof each Delay Penalty Payment Date.

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 Company shall prepare andshall, as soon as practicable, but in no event later than within thirty (30) calendar days after the Filing DeadlineExecution Date, 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; provided, however, the Company may delay filing or suspend the use of Registrable Securitiesany 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 Board of Directors, upon advice of legal counsel, reasonably believes that such filing or use would require premature disclosure of information that could materially adversely affect the Company; provided, however, that in the event the Investor owns Purchase Shares at the time of any such suspension of use of the registration statement, the Company shall use reasonable best efforts to make such registration statement available for the resale of such securities by the Investor as soon as practicable thereafter. The initial Registration Statement shall register with the Commission for resale all of the only 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 (and in any New Registration Statement) as an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and 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 date as of on which the Investor no longer owns any shall have resold all the Registrable Securities covered thereby and no shares of Common Stock remain issuable under the Purchase Agreement (the “Registration Period”). The effective 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 Any time-based requirements set forth in this Agreement shall be extended to the contrary stated herein, in addition to any other remedies available at law next Business Day if the applicable time falls on a weekend 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 applicablefederal holiday.

Mandatory Registration. The Company shall prepare andshall, as soon as practicable, but in no event later than within thirty (30) calendar days after the Filing DeadlineExecution Date, 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; provided, however, the Company may delay filing or suspend the use of Registrable Securitiesany 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 Board of Directors, upon advice of legal counsel, reasonably believes that such filing or use would require premature disclosure of information that could materially adversely affect the Company; provided, however, that in the event the Investor owns Conversion Shares (or securities convertible into Conversion Shares) at the time of any such suspension of use of the registration statement, the Company shall use reasonable best efforts to make such registration statement available for the resale of such securities by the Investor as soon as practicable thereafter. The initial Registration Statement shall register with the Commission for resale all of the only 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 (and in any New Registration Statement) as an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and 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 earliest practicable date (the “Effectiveness Deadline”). 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 date as of on which the Investor no longer owns any shall have resold all the Registrable Securities covered thereby and no shares of Common Stock remain issuable under the Purchase Agreement (the “Registration Period”). The effective 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 Any time-based requirements set forth in this Agreement shall be extended to the contrary stated herein, in addition to any other remedies available at law next Business Day if the applicable time falls on a weekend 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 applicablefederal holiday.

Mandatory Registration. (a) The Company shall prepare and, as soon promptly as practicable, but in no any event later within 120 days from the date hereof, prepare and file at the Company's sole cost and expense (other than the Filing Deadlinefees and disbursements of counsel for the Shareholder and the underwriting discounts, file if any, payable in respect of the Registrable Securities sold by the Shareholder) one "shelf" registration statement with the Securities and Exchange Commission an initial Registration Statement (the "COMMISSION") on Form S-1 or S-3, or such other the appropriate form or forms as may be reasonably acceptable pursuant to Rule 415 of the Investor and Legal Counsel, Securities Act 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 In no event 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 thereinbe required to file more than one registration statement. The Company shall will use commercially reasonable efforts through its reasonable best efforts officers, directors, auditors, and counsel to have cause such registration statement to become effective as promptly as practicable following the Registration Statement or amendment declared effective by filing thereof. (b) In the Commission prior event of a registration pursuant to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein belowSection 1(a), the Company shall use commercially reasonable best efforts to cause the Registrable Securities so registered to be registered or qualified for sale under the securities or blue sky laws of such states as the Shareholder may reasonably request to permit the resale of the Registrable Securities in such states; and do such other reasonable acts and things as may be required of it to enable such holder to consummate the disposition in such states; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this Section 1(b) in which it is not otherwise required to qualify to do business. (c) The Company shall keep effective any registration or qualification contemplated by this Section 1 and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Registration Statement effective Shareholder to complete the offer and sale of the Registrable Securities covered thereby. The Company shall keep such registration or qualification in effect until the earlier of (i) the second anniversary of the date that the registration statement was declared effective, (ii) the first date upon which the Shareholder is free to sell all such Registrable Securities under Rule 144 of the Securities Act within the volume limitations set forth in Rule 144(e) of the Securities Act, (iii) the first date upon which the Shareholder is free to sell all such Registrable Securities under Rule 144(k) of the Securities Act, or (iv) the date that the Shareholder has sold or otherwise transferred all the Registrable Securities under a registration statement, pursuant to Rule 415 promulgated 144 under the Securities Act or otherwise. (d) In the event of a registration pursuant to Section 1(a), the Company shall furnish to the Shareholder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), such reasonable number of copies of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Shareholder may reasonably request to facilitate the disposition of the Registrable Securities included in such registration. (e) In the event of a registration pursuant to Section 1(a), the Company shall furnish the Shareholder so registered with an opinion of its counsel (in form and substance reasonably acceptable to the Shareholder) to the effect that (i) the registration statement has become effective under the Securities Act and available no order suspending the effectiveness of the registration statement, preventing or suspending the use of the registration statement, any preliminary prospectus, any final prospectus, or any amendment or supplement thereto has been issued, nor has the Commission or any securities or blue sky authority of any jurisdiction instituted or to the knowledge of such counsel threatened to institute any proceedings with respect to such an order, (ii) the registration statement and each prospectus forming a part thereof (including each preliminary prospectus), and any amendment or supplement thereto, comply as to form with the Securities Act and the rules and regulations thereunder, and (iii) such counsel has no knowledge of any material misstatement or omission in such registration statement or any prospectus, as amended or supplemented. Such opinion shall also state the jurisdictions in which the Registrable Securities have been registered or qualified for sales of sale pursuant to Section 1(b). (f) The Company agrees that until all the Registrable Securities have been sold under a registration statement or pursuant to Rule 144 under the Securities Act, it shall use commercially reasonable efforts to keep current in filing all reports, statements and other materials required to be filed with the Commission to permit holders of the Registrable Securities at all times until to sell such securities under Rule 144 of the date Securities Act. (g) The Company shall notify the Shareholder promptly when such registration statement and any amendments and supplements thereto have become effective or any supplements to any prospectus forming a part of such registration statement have been filed. The Company shall notify the Shareholder promptly of the happening of any event as a result 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 prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein, therein or necessary to make the statements therein, therein not misleading in light of the circumstances in which they were madethen existing, not misleading. Notwithstanding anything and use commercially reasonable efforts to update and/or correct such prospectus as promptly as practicable by preparing a supplemental or post effective amendment to a registration statement or a supplement to the contrary stated herein, related prospectus or any document incorporated or deemed incorporated by reference and filing the same with the Commission. The Shareholder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in addition to any other remedies available at law this Section 1(g) the Shareholder will forthwith discontinue disposition of such Registrable Securities covered by such registration statement or equity or as set forth herein, in prospectus until the Purchase Agreement or otherwise, if Shareholder (i) receives copies of the supplemented or amended prospectus and has been advised in writing by the Company shall have failed to file the Registration Statement by the Filing Deadline that such supplemented or amended prospectus may be used, or (ii) the Registration Statement is not declared effective advised in writing by the Effectiveness DeadlineCompany that the use of the applicable prospectus may be resumed. If so directed by the Company, in each casethe Shareholder will deliver to the Company all copies, for any reason or no reasonother than permanent file copies, then in the Shareholder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of the notice referred to in the immediately preceding sentence. (h) The Company shall notify the Shareholder promptly of the issuance by the Commission of any stop or other order suspending the effectiveness of the registration statement. If at any time the Company shall pay receive any such order, the Company shall use commercially reasonable efforts to Purchaser obtain the withdrawal or its designee an amount equal to $10,000 for each day following lifting of such order at the Filing Deadline earliest possible time. The Shareholder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in this Section 1(h), the Shareholder will forthwith discontinue disposition of such Registrable Securities covered by any registration statement or Effectiveness Deadline, as applicable, prospectus until the Registration Statement such order has been filed withdrawn or lifted. (i) If requested by the underwriter for any underwritten offering of Registrable Securities on behalf of the Shareholder pursuant to a registration requested under Section 1(a), the Company and the Shareholder will enter into an underwriting agreement with the Commission or the Registration Statement has been declared effective, as applicable.such underwriter for

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 Following each Closing, the Company shall prepare and, as soon as reasonably practicable, but in no event later than the Filing DeadlineDeadline in respect of such Closing, file with the Commission an initial SEC, a Registration Statement on Form S-1 or S-3, S-3 or such other form or forms under the Securities Act as may be reasonably acceptable is then available to the Investor and Legal CounselCompany (or, covering in the case of an existing shelf registration statement, file a prospectus supplement with the SEC), providing for the resale from time to time by the Investor Investors of at least the number of Registrable SecuritiesSecurities equal to the Required Registration Amount in respect of the Notes and Commitment Fee Warrants issued at such Closing as of the date such Registration Statement is initially filed with the SEC. The Notwithstanding anything to the contrary contained herein, the Filing Deadline with respect to any Registration Statement shall register with the Commission for resale all be automatically extended by a number of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity days necessary to review and comment upon such Registration Statement or amendment address any comments to such Registration Statement and by any related Investor’s counsel, which comments have required that the Company not file such Registration Statement as set forth in clause (B) of Section 4.7(c)(iii). Each Registration Statement (or, in the case of an existing shelf registration statement, prospectus prior supplement) required to its filing with be filed pursuant to the Commission. The Investor terms of this Agreement, shall furnish all information reasonably requested contain (except as otherwise directed by the Company for inclusion therein. Investors) the “Selling Shareholders” 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 the cause each Registration Statement or amendment (or, in the case of an existing shelf registration statement, each prospectus supplement) required to be filed pursuant to the terms of this Agreement to be declared effective by the Commission SEC as soon as practicable following such filing and prior to the applicable Effectiveness DeadlineDeadline for such Registration Statement. Subject to Allowable Grace Periods (as defined herein below), the The Company shall use reasonable best efforts to keep promptly, and in any event within three (3) Trading Days, notify the Investors of the effectiveness of a Registration Statement. The Company shall maintain the effectiveness of each 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 so long as of which the Investor no longer owns there are any Registrable Securities (the “Registration Period”). The covered by such Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit outstanding, with respect 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 applicablesuch outstanding Registrable Securities.

Mandatory Registration. The Company shall prepare andshall, as soon as practicable, but in no event later than within thirty (30) calendar days after the Filing DeadlineExecution Date, 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; provided, however, the Company may delay filing or suspend the use of Registrable Securitiesany 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 Board of Directors, upon advice of legal counsel, reasonably believes that such filing or use would require premature disclosure of information that could materially adversely affect the Company; provided, however, that in the event the Investor owns Purchase Shares at the time of any such suspension of use of the registration statement, the Company shall use reasonable best efforts to make such registration statement available for the resale of such securities by the Investor as soon as practicable thereafter. The initial Registration Statement shall register with the Commission for resale all of the only 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 (and in any New Registration Statement) as an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and 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 date as of on which the Investor no longer owns any shall have resold all the Registrable Securities covered thereby and no shares of Common Stock remain issuable under the Purchase Agreement (the “Registration Period”). The effective 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 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 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 (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 yet occurred, the Company shall be required to extend the Mandatory Registration Termination Date by the same number of days as such delay or Suspension Period (as defined in Section 10 hereof), provided that such delay is not the result of the Holders’ failure or delay to furnish information required under Section 5 hereof. (b) Within three (3) business days after a Registration Statement that covers applicable Registrable Securities is declared effective by the Effectiveness DeadlineSEC, in each case, for any reason or no reason, then the Company shall pay deliver, or shall cause legal counsel to Purchaser or its designee an amount equal deliver, to $10,000 the transfer agent for each day following such Registrable Securities (with copies to the Filing Deadline or Effectiveness Deadline, as applicable, until the Holders whose Registrable Securities are included in such Registration Statement has been filed with the Commission or the Statement) confirmation that such Registration Statement has been declared effective, effective by the SEC in substantially the form attached hereto as applicable.Exhibit B.

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. (1) The Company shall prepare andshall, as soon promptly as practicablereasonably practicable following the Initial Closing, but and in any event no event later than the applicable Filing Deadline, prepare and 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, “Initial Registration Statement”) covering the resale by of all Registrable Securities available to be registered. Before filing the Investor Registration Statement, the Company shall furnish to the Investors a copy of Registrable Securitiesthe Registration Statement. The Investors and their respective counsel shall have at least three (3) Business Days prior to the anticipated filing date of a 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 and any amendment or amendment supplement to such Registration Statement and any related prospectus 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 DeadlineSEC. Subject to Allowable Grace Periods (as defined herein below)any SEC comments, the Company shall use reasonable best efforts to keep the such Registration Statement effective pursuant shall include the plan of distribution substantially in the form attached hereto as Exhibit A. Such Registration Statement also shall cover, to Rule 415 promulgated the extent allowable under the Securities Act and available for sales the rules promulgated thereunder (including Rule 416), such indeterminate number of all additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities at all times until being registered pursuant to such Registration Statement. Unless otherwise agreed to in writing by the Company prior to the date hereof, such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder of securities of the Company without the prior written consent of the Required Investors. The Company shall (a) use commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as of which the Investor no longer owns or its counsel reasonably proposed to the Company, and (b) not file any Registrable Securities (the “Registration Period”). The Registration Statement (including or Prospectus or any amendments amendment or supplements supplement thereto and prospectuses contained therein) shall not contain containing information regarding any Investor to which such Investor reasonably objects or reasonably believes contains an untrue statement of a material fact or omit to state a material fact required to be stated therein, therein or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading. Notwithstanding anything , unless such information is required (in the opinion of the Company’s outside legal counsel) to the contrary stated herein, in addition to comply with any other remedies available at applicable law or equity regulation or as set forth herein, in the Purchase Agreement or otherwise, if (i) SEC Guidance. Each Investor shall furnish all information with respect to such Investor reasonably requested by the Company as shall have failed be reasonably required in connection with any registration referred 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 applicablethis Agreement.

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. Subject to the terms and conditions of this Agreement, the Company shall use commercially reasonable efforts to, (i) on or prior to the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of Registrable Securities, and (ii) on or prior to the 30th calendar day following receipt of each written notice by the Investor (a “Demand Notice”) delivered pursuant to the terms hereof, prepare and file an additional Registration Statement covering the resale by the Investor of Registrable Securities not covered by the initial Registration Statement. Each Registration Statement prepared pursuant hereto shall register for resale at least the number of Common Shares equal to the Required Registration Amount as of date the Registration Statement is initially filed with the SEC. Each Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall prepare and, use its commercially reasonable efforts to have each Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Filing Effectiveness Deadline. By 9:30 am, New York time on the Business Day following the date of effectiveness, the Company shall file with the Commission an initial SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement on Form S-1 or S-3with the SEC, or such other form or forms as may be reasonably acceptable the Company shall furnish a draft of the Registration Statement 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 their review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commissionreasonable comment. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have comments on the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness DeadlineCompany within 24 hours of the receipt thereof from the Company. Subject to Allowable Grace Periods (as defined herein below)For the purposes hereof, the Investor shall be entitled to deliver a Demand Notice to the Company shall use reasonable best efforts to keep at any time during the Registration Period if at such time (i) no 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 is then in effect which the Investor no longer owns any may use to resell 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 thereinSecurities, 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 a Registration Statement is not declared effective by effective, but the Effectiveness Deadline, in each case, for any reason or no reason, then holder has resold substantially all of 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 Common Shares registered on such Registration Statement has been filed with to the Commission or the Registration Statement has been declared effective, as applicableextent that additional Registrable Securities remain issuable.

Mandatory Registration. (a) The Company shall prepare and, as soon as practicable, practicable after execution of the Merger Agreement but in no event later than the Filing DeadlineEffective Time, file with the Commission an initial 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 SecuritiesSecurities issued at the Closing. 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. The Investor and Legal Counsel Initial Registration Statement prepared pursuant hereto shall have a reasonable opportunity register the resale of the Merger Shares issued in connection with the Closing. (b) The Company shall at all times use its best efforts to review and comment upon such file each required Registration Statement or amendment to a Registration Statement as soon as possible after the date the Company becomes obligated to file such Registration Statement or amendment, as the case may be, and to cause each such Registration Statement to become effective as soon as practicable after the Closing, but in any event within ninety (90) days of the Effective Time and with respect to each such amendment, as soon as possible after its filing. No securities of the Company other than the Registrable Securities shall be included in the Initial Registration Statement (or any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. Registration Statement). (c) 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 at all times until such date as is the Securities Act and available for sales earliest of (i) the date on which 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 have been sold, 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 date which 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 two years following the Filing Deadline or Effectiveness Deadline, as applicable, until date on which the Registration Statement has been was declared effective (the "REGISTRATION PERIOD"). (d) The Company represents and warrants that it meets all of the registrant requirements for the use of Form S-3, and the Company agrees and covenants that it shall file all reports required to be filed by the Company with the Commission or in a timely manner, and shall take such other actions as may be necessary to maintain such eligibility for the use of Form S-3 at all times during the Registration Statement has been declared effective, as applicablePeriod. The Company shall promptly notify the Holders at any time that it is not eligible to use Form S-3.

Mandatory Registration. The Company Borrower shall prepare (or, if already prepared, then shall include in such Registration Statement) and, as soon as practicable, but in no event later than fifteen (15) business days after the date hereof (the “Filing Deadline”), file with the Securities & Exchange Commission (the “Commission”) an initial Registration Statement on Form S-1 S-1, F-1, S-3 or S-3F-3 (the “Registration Statement”), or such other form or forms as may be reasonably acceptable to the Investor and Legal CounselLender, covering the resale by the Investor Lender or its assigns of Registrable all of the Pledge Shares, plus any other shares or securities issued or distributed thereon or in exchange therefore (the “Registerable Securities”) regardless of whether or not Borrower has performed in delivering the Pledge Shares as provided herein. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel Lender 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 Lender shall furnish all information reasonably requested by the Company Borrower for inclusion therein. The Company Borrower shall use its reasonable use its best efforts to have the Registration Statement or amendment and prospectus thereunder declared effective by the Commission prior to the date that is 30 calendar days after the Filing Deadline (the “Effectiveness Deadline”). Subject to Allowable Grace Periods (as defined herein below), the Company The Lender 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 this Business Loan and security Agreement or otherwise, if (i) the Company Borrower 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 said failure shall be deemed a material breach of this Agreement and the Company Transaction Documents and a default under the Note and Loan for which Borrower and Guarantors shall pay be liable. In the event that L▇▇▇▇▇ is required to Purchaser enforce its rights hereunder, the Borrower waives any right to the posting of a bond, and further stipulates and agrees that it shall reimburse the Lender any court 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 applicablelegal fees in connection therewith.

Mandatory Registration. i. The Company shall prepare andwithin three (3) Business Days following August 1, as soon as practicable, but in no event later than 2026 (the “Filing Deadline”), prepare and 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, “Registration Statement”) covering the resale by of all Registrable Securities issued in respect of the Investor of Registrable SecuritiesClosing. The Company shall not file the Registration Statement shall register with prior to August 1, 2026 absent the Commission for resale all prior written consent of the Registrable SecuritiesCompany and the Required Investors. ii. Before filing the Registration Statement, the Company shall furnish to the Investors a copy of the Registration Statement. The Investor Investors and Legal Counsel their respective counsel shall have a reasonable opportunity at least three (3) Business Days prior to the anticipated filing date of the Registration Statement to review and comment upon such Registration Statement and any amendment or amendment supplement to such Registration Statement and any related prospectus Prospectus, prior to its filing with the CommissionSEC. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts Subject to have any SEC comments, the Registration Statement or amendment declared effective by shall include the Commission prior plan of distribution substantially in the form attached hereto as Exhibit A. The Registration Statement also shall cover, 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 extent allowable under the Securities Act and available for sales the rules promulgated thereunder (including Rule 416), such indeterminate number of all additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “Registration Period”)Securities. The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain include any shares of Common Stock or other securities for the account of any other holder of securities of the Company without the prior written consent of the Required Investors. The Company shall (a) consider in good faith any comments reasonably proposed by the Investors or their counsel to such document prior to being so filed with the SEC, and (b) not file any Registration Statement or Prospectus or any amendment or supplement thereto containing information regarding an Investor to which such Investor reasonably believes contains an untrue statement of a material fact or omit omits to state a material fact required to be stated therein, therein or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading. Notwithstanding anything , unless such information is required (in the opinion of the Company) to the contrary stated herein, in addition to comply with any other remedies available at applicable law or equity regulation or as set forth herein, in the Purchase Agreement or otherwise, if (i) SEC Guidance. The Investors shall furnish all information reasonably requested by the Company and as shall have failed be reasonably required in connection with any registration referred 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 applicablethis Agreement.

Mandatory Registration. The (a) On or before 45 days 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 SecuritiesShares 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 Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Shares on Form S-3, in which case the 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 thereinbe on another appropriate form in accordance herewith). 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 120th 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 Shares covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities at all times until Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the 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 (c) the second anniversary of the date as of on which the Investor no longer owns any Registrable Securities Registration Statement is declared effective (the “Registration Effectiveness Period”). The Registration Statement ) or such longer time as the Company may determine. (including any amendments or supplements thereto and prospectuses contained thereinb) Notwithstanding the foregoing, if the Company shall furnish to the Investors a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company it would not contain any untrue be in the best interest of the Company for such registration statement of a material fact or omit to state a material fact required to be stated thereinfiled, 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 the right to file defer taking such action with respect to such filing for a period of not more than thirty (30) days after the date of such certificate; provided, however, that the Company shall not defer its obligation in this manner more than once in any twelve (12) month period. (c) In the event, the Investor fails to provide the Company with any information that is required to be provided in the Registration Statement by with respect to such Investor pursuant to Section 5.3(k) within ten (10) days of receiving a request for such information from the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness DeadlineCompany, in each case, for any reason or no reason, then the Company shall pay send an additional request to Purchaser or its designee an amount equal the Investor (the “Additional Request”) and in the event the Investor fails to $10,000 for each day following respond to the Filing Deadline or Effectiveness DeadlineCompany within five (5) days of receipt of the Additional Request, as applicable, until the Company shall be entitled to exclude such Investor’s Registrable Shares from 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 practicable, but in no event later than within thirty (30) calendar days after the Execution Date (the “Filing Deadline”), 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; provided, however, the Company may delay filing or suspend the use of Registrable Securitiesany 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 board of directors of the Company (the “Board of Directors”), upon advice of legal counsel, reasonably believes that such filing or use would require premature disclosure of information that could materially adversely affect the Company; provided, however, that in the event the Investor owns Shares or Commitment Shares at the time of any such suspension of use of the registration statement, the Company shall use commercially reasonable efforts to make such registration statement available for the resale of such securities by the Investor as soon as practicable thereafter. The initial Registration Statement shall register with the Commission for resale all of the only 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 (and in any New Registration Statement) as an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and 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 earliest practicable date (the “Effectiveness Deadline”). 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 date as of on which the Investor no longer owns any shall have resold all the Registrable Securities covered thereby and no shares of Common Stock remain issuable under the Purchase Agreement (the “Registration Period”). The effective 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 Any time-based requirements set forth in this Agreement shall be extended to the contrary stated herein, in addition to any other remedies available at law next Business Day if the applicable time falls on a weekend 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 applicablefederal holiday.

Mandatory Registration. (a) 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 Registration Statement 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 resale by resale, in 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 manner reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have holders thereof, of all of the Senior Preferred Registrable Securities (the “Shelf Registration Statement”) (provided that before filing the Shelf Registration Statement or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below)any amendments or supplements thereto, the Company shall furnish legal counsel for the Holders with copies of all such documents to be filed) and shall use all commercially reasonable best efforts to keep cause the Shelf Registration Statement to become effective pursuant to Rule 415 promulgated under the Securities Act by the date on which any “market stand-off’ agreement entered into by the Holders at the request of the underwriters of the Initial Public Offering pursuant to Section 2.14(a) hereof expires (the “Required Effective Date”). Once the Shelf Registration Statement is declared effective by the SEC, the Company will cause the Shelf Registration Statement to remain effective throughout, and immediately available for sales of use at all times until, April 27, 2007. (b) Notwithstanding any of the foregoing to the contrary, the Company may suspend the use of the Shelf Registration Statement upon written notice to each Holder of Senior Preferred Registrable Securities at all times until any time when the date as Company, in its reasonable judgment after consultation with legal counsel, determines that (A) (i) there is in existence material nonpublic information regarding a pending material transaction or transactions, (ii) the disclosure of which such information with respect to such transaction or transactions in the Investor no longer owns any Registrable Securities (prospectus included in the “Registration Period”). The Shelf Registration Statement is required, and (including any amendments iii) the disclosure of such information at such time would be adverse to the Company, or supplements thereto and prospectuses contained therein(B) shall not contain any the prospectus included in the Shelf Registration Statement includes an untrue statement of a material fact or omit to state omits a material fact required to be stated therein, therein or necessary to make the statements thereintherein not misleading (a “Permissible Blackout”). Any such Permissible Blackout shall continue for the period of time that is reasonably necessary for disclosure to occur at a time that is not adverse to the Company or until such time as the information or event is no longer material, each as determined in light good faith by the Company after consultation with counsel, provided, however, that no Permissible Blackout shall exceed a period of 5 consecutive trading days, and the Company may not suspend the use 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 Shelf Registration Statement by the Filing Deadline or (iipursuant to this Section 2.2(b) 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 more than 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 applicableaggregate of 20 trading days.

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. (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 in the case of clauses (l) and (2) above; (y) listing or inclusion and/or trading of the Common Stock on an Approved Market, as the 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. (ii) The Company shall use its best efforts to keep each Registration Statement effective pursuant to Rule 415 at all times until such date as is the earlier of (i) the date on which all of the Registrable Securities have been filed sold and (ii) the date on which the Registrable Securities (in the opinion of counsel to each Purchaser and acceptable to legal counsel for the Company) may be immediately sold without restriction (including without limitation as to volume restrictions by each holder thereof) without registration under the Securities Act (the “Registration Period”). (iii) If any offering pursuant to a Registration Statement, pursuant to Section 2 hereof, involves an underwritten offering (which may only be with the Commission consent of the Company), each Purchaser shall have the right to select legal counsel and an investment banker or bankers and manager or managers to administer to the offering, which investment banker or bankers or manager or managers shall be reasonably satisfactory to the Company. (iv) If the Registrable Securities are registered for sale under the Securities Act, the Purchasers shall cease any distribution of such shares under the Registration Statement not more than twice in any 12-month period, for up to 30 days each, upon the request of the Company if: (x) such distribution would require the public disclosure of material non-public information concerning any transaction or negotiations involving the Company or any of its affiliates that, in the good faith judgment of the Company’s Board of Directors, would materially interfere with such transaction or negotiations, (y) such distribution would otherwise require premature disclosure of information that, in the good faith judgment of the Company’s Board of Directors, would adversely affect or otherwise be detrimental to the Company or (z) the Company proposes to file a registration statement under the Securities Act for the offering and sale of securities for its own account in an underwritten offering and the managing underwriter therefor shall advise the Company in writing that in its opinion the continued distribution of the Registrable Securities would adversely affect the success of the offering of the securities proposed to be registered for the account of the Company. The Company shall promptly notify each Purchaser at such time as (i) such transactions or negotiations have been otherwise publicly disclosed or terminated, or (ii) such non-public information has been declared effectivepublicly disclosed or counsel to the Company has determined that such disclosure is not required due to subsequent events. If the events described in either clauses (x) or (y) of this section 2(iv) shall occur, as applicablethen the Company shall provide each Purchaser with a copy of the Company’s Board of Directors minutes or resolutions evidencing such Board determination. Notwithstanding the foregoing, the Company may not require the Purchaser to cease any distribution of such shares under the Registration Statement for the thirty (30) day period following the date of the Company’s provision to the Purchaser of a Redemption Notice pursuant to the Purchase Agreement.

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 andshall, as soon promptly as practicable, but reasonably practicable and in any event no event later than 30 days after the Closing Date (such date, the “Initial Registration Statement Filing DeadlineDate”), prepare and 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, “Initial Registration Statement”) covering the resale by of all Registrable Securities (excluding the Investor Shares issuable upon exercise of Registrable Securitiesthe Series A-1 Warrants and the Series B-1 Warrants). The Company shall, as promptly as reasonably practicable and in any event no later than 30 days after the Stockholder Approval Date (such date, the “Warrant Initial Registration Filing Date”), prepare and file with the SEC an initial Registration Statement shall register with (the Commission for “Warrant Initial Registration Statement”) covering the resale of all Registrable Securities consisting of Shares issuable upon exercise of the Registrable SecuritiesSeries A-1 Warrants and the Series B-1 Warrants. Before filing the Initial Registration Statement or the Warrant Initial Registration Statement, the Company shall furnish to the Investors a copy of the applicable Registration Statement. The Investor Investors and Legal Counsel their counsel shall have at least three Business Days prior to the anticipated filing date of a reasonable opportunity Registration Statement to review and comment upon such Registration Statement and any amendment or amendment supplement to such Registration Statement and any related prospectus prospectus, prior to its filing with the CommissionSEC. Subject to any SEC comments, such Registration Statement shall include the plan of distribution substantially in the form attached hereto as Exhibit A. The Company shall (a) use reasonable best efforts to address in each such document prior to being so filed with the SEC such comments as the Investor or its counsel reasonably proposed by the Investor, and (b) not file any Registration Statement or related prospectus or any amendment or supplement thereto containing information regarding the Investor to which Investor reasonably objects, unless such information is required to comply with any applicable law or regulation. The Investor Investors shall furnish all information reasonably requested by the Company for inclusion thereinand as shall be reasonably required in connection with any registration referred to in this Agreement. The Initial Registration Statement and the Warrant Initial Registration Statement, as well as any New Registration Statement (as defined below), shall be on Form S-3 or Form S-1 at the election of the Company. If Form S-3 or Form S-1 is not then available for the registration of the resale of Registrable Securities hereunder, the Company shall use its reasonable best efforts (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to have register the Registrable Securities on Form S-3 or Form S-1, at the election of the Company, as soon as such form is available, provided, that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 or amendment Form S-1 covering the Registrable Securities has been 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 applicableSEC.

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 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. Subject to the terms and conditions of this Agreement, the Company shall (i) on or prior to the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of Registrable Securities, and (ii) on or prior to the 30th calendar day following receipt of each written notice by the Investor (a “Demand Notice”) delivered pursuant to the terms hereof, prepare and file an additional Registration Statement covering the resale by the Investor of Registrable Securities not covered by the initial Registration Statement. Each Registration Statement prepared pursuant hereto shall register for resale at least the number of Common Shares equal to the Required Registration Amount as of date the Registration Statement is initially filed with the SEC. Each Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall prepare and, use its commercially reasonable efforts to have each Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Filing Effectiveness Deadline. By 9:30 am, New York time on the Business Day following the date of effectiveness, the Company shall file with the Commission an initial SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement on Form S-1 or S-3with the SEC, or such other form or forms as may be reasonably acceptable the Company shall furnish a draft of the Registration Statement 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 their review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commissionreasonable comment. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have comments on the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness DeadlineCompany within 24 hours of the receipt thereof from the Company. Subject to Allowable Grace Periods (as defined herein below)For the purposes hereof, the Investor shall be entitled to deliver a Demand Notice to the Company shall use reasonable best efforts to keep at any time during the Registration Period if at such time (i) no Registration Statement effective pursuant is then in effect which the Investor may use to Rule 415 promulgated under resell Registrable Securities, or (ii) a Registration Statement is effective, but the Securities Act and available for sales of holder has resold substantially all of the Registrable Securities at all times until the date as of which Common Shares registered on such Registration Statement. In addition, 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 may deliver 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 Demand Notice to the contrary stated herein, in addition to Company at any other remedies available at law or equity or as set forth herein, in time during the Purchase Agreement or otherwise, if Registration Period during which (i) the Company shall does not have failed a class of securities listed, or approved for listing, on a national securities exchange registered pursuant to file Section 6 of the Registration Statement by the Filing Deadline Exchange Act, 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 DeadlineRule 144, as applicableamended, until would not allow the Registration Statement has been filed with “tacking” of the Commission or holding period of the Registration Statement has been declared effective, as applicableConvertible Debenture onto the holding period of the Conversion Shares issuable upon conversion thereof.

Mandatory Registration. The Company shall prepare andshall, as soon as practicable, but in no event later than within 15 calendar days following the Filing DeadlineAgreement Date, file with the Commission an initial Registration Statement SEC a registration statement on Form S-1 F-3 or S-3, or such other form or forms as may be reasonably acceptable prospectus supplement to the Investor and Legal Counsel, Form F-3 (Registration No. 333-273720) 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; provided, however, the Company may delay filing or suspend the use of Registrable Securitiesany 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 Board of Directors, upon advice of legal counsel, reasonably believes that such filing or use would require premature disclosure of information that could materially adversely affect the Company; provided, however, that in the event the Investor owns Purchase Notice Shares at the time of any such suspension of use of the registration statement, the Company shall use reasonable best efforts to make such registration statement available for the resale of such securities by the Investor as soon as practicable thereafter. The initial Registration Statement shall register with the Commission for resale all of the only 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 (and in any New Registration Statement) as an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and 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 date as of on which the Investor no longer owns any shall have resold all the Registrable Securities covered thereby and no shares of Ordinary Shares remain issuable under the Purchase Agreement (the “Registration Period”). The effective 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 promptly as practicable, but reasonably practicable and in any event no event later than 45 days after the Closing Date (the “Filing Deadline”), prepare and 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, “Initial Registration Statement”) covering the resale by the Investor of all Registrable Securities. The Company may, at its option, register securities other than the Registrable Securities under the Registration Statement. Before filing the Registration Statement, the Company shall furnish to the Investors a copy of the Registration Statement. The Investors and their counsel shall have at least three Business Days prior to the anticipated filing date of a 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 and any amendment or amendment supplement to such Registration Statement and any related prospectus prospectus, prior to its filing with the CommissionSEC, provided that such notice and prior review by the Investors and their counsel shall not be required in connection with any supplements or amendments related solely to the Company filing its regular Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. Subject to any SEC comments, such Registration Statement shall include the plan of distribution substantially in the form attached hereto as Exhibit A. The Company shall (a) use commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as the Investor or its counsel reasonably proposed by the Investor that relate to the registration of the Registrable Securities, and (b) not file any Registration Statement or related prospectus or any amendment or supplement thereto containing information regarding the Investor to which Investor reasonably objects, unless such information is required to comply with any applicable law or regulation. The Investor Investors shall promptly furnish all information reasonably requested by the Company for inclusion thereinand as shall be reasonably required in connection with any registration referred to in this Agreement. The Company shall use its reasonable best efforts to have the Each Registration Statement or amendment declared effective by filed hereunder shall be on Form S-1 (or, at the Commission prior Company’s election, Form S-3 to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), extent 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 such registration form) or such other appropriate form 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 may 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 applicablesuch time.

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 (a) Within fourteen (14) days after the Closing (or, if the date that is fourteen (14) 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 fifteen (15) 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 yet occurred, the Company shall be required to extend the Mandatory Registration Termination Date by the same number of days as such delay or Suspension Period (as defined in Section 10 hereof), provided that such delay is not the result of the Holders' failure or delay to furnish information required under Section 5 hereof. (b) In the event that the Registration Statement is not filed with the SEC within fourteen (14) days after the Closing (or, if the date that is fourteen (14) days after the Closing is not a business day, the next business day immediately following such date), or the Company fails to use its commercially reasonable efforts to respond to any comments of the SEC in respect of the Registration Statement within fifteen (15) business days following receipt thereof, the Company will issue to all Investors, for no additional consideration, an additional 1.0% of the Shares sold to each such Investor. For every additional thirty (30) days that the Company continues to be delayed from filing the Registration Statement with the SEC or continues to fail to use its commercially reasonable efforts to respond to any comments of the SEC in respect of the Registration Statement, the Company will issue to all Investors, for no additional consideration, an additional 1.0% of the Shares sold to each such Investor; provided, however, that in no event shall the amount of additional shares issued by the Company to the Investors pursuant to this Section 3(b) exceed a maximum of an additional 3.0% of the Shares sold to each such Investor. (c) Within three (3) business days after a Registration Statement that covers applicable Registrable Securities is declared effective by the Effectiveness DeadlineSEC, in each case, for any reason or no reason, then the Company shall pay deliver, or shall cause legal counsel to Purchaser or its designee an amount equal deliver, to $10,000 the transfer agent for each day following such Registrable Securities (with copies to the Filing Deadline or Effectiveness Deadline, as applicable, until the Holders whose Registrable Securities are included in such Registration Statement has been filed with the Commission or the Statement) confirmation that such Registration Statement has been declared effective, effective by the SEC in substantially the form attached hereto as applicable.Exhibit B.

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 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 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. Subject to the terms and conditions of this Agreement, the Company shall (i) on or prior to the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of Registrable Securities, and (ii) on or prior to the 30th calendar day following receipt of each written notice by the Investor (a “Demand Notice”) delivered pursuant to the terms hereof, prepare and file an additional Registration Statement covering the resale by the Investor of Registrable Securities not covered by the initial Registration Statement. At any time prior to October 7, 2024, if the SEC reviews the Definitive Proxy, then the Company may elect to extend the Filling Deadline for up to two consecutive 30-day periods by making a cash repayment under the Convertible Debentures in the amount of $25,000 for each 30-day extension. Each Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common Stock equal to the Required Registration Amount as of date the Registration Statement is initially filed with the SEC. Each Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall prepare and, use its best efforts to have each Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Filing Effectiveness Deadline. By 9:30 am, New York time on the Business Day following the date of effectiveness, the Company shall file with the Commission an initial SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement on Form S-1 or S-3with the SEC, or such other form or forms as may be reasonably acceptable the Company shall furnish a draft of the Registration Statement 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 their review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commissioncomment. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have comments on the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness DeadlineCompany within 24 hours of the receipt thereof from the Company. Subject to Allowable Grace Periods (as defined herein below)For the purposes hereof, the Investor shall be entitled to deliver a Demand Notice to the Company shall use reasonable best efforts to keep at any time during the Registration Period if at such time (i) no Registration Statement effective pursuant is then in effect which the Investor may use to Rule 415 promulgated under resell Registrable Securities, or (ii) a Registration Statement is effective, but the Securities Act and available for sales of holder has resold substantially all of the Registrable Securities at all times until the date as shares of which Common Stock registered on such Registration Statement. In addition, 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 may deliver 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 Demand Notice to the contrary stated herein, in addition to Company at any other remedies available at law or equity or as set forth herein, in time during the Purchase Agreement or otherwise, if Registration Period during which (i) the Company shall does not have failed a class of securities listed, or approved for listing, on a national securities exchange registered pursuant to file Section 6 of the Registration Statement by the Filing Deadline Exchange Act, 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 DeadlineRule 144, as applicableamended, until would not allow the Registration Statement has been filed with “tacking” of the Commission or holding period of the Registration Statement has been declared effective, as applicableConvertible Debenture onto the holding period of the Conversion Shares issuable upon conversion thereof.

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 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 andshall, as soon promptly as practicable, but reasonably practicable and in any event no event later than 50 days after the Closing Date (the “Filing Deadline”), prepare and 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, “Initial Registration Statement”) covering the resale by the Investor of all Registrable Securities; provided, however, that if the Filing Deadline falls on a Saturday, Sunday or other day that the SEC is closed for business, the Filing Deadline shall be extended to the next Business Day on which the SEC is open for business. Before filing the Registration Statement, the Company shall furnish to the Investors a copy of the Registration Statement. The Investors and their counsel shall have at least three Business Days prior to the anticipated filing date of a 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 and any amendment or amendment supplement to such Registration Statement and any related prospectus 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 DeadlineSEC. Subject to Allowable Grace Periods (as defined herein below)any SEC comments, the Company shall use reasonable best efforts to keep the such Registration Statement effective pursuant shall include the plan of distribution substantially in the form attached hereto as Exhibit A. Such Registration Statement also shall cover, to Rule 415 promulgated the extent allowable under the Securities Act and available the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for sales the account of all any other holder of securities of the Registrable Securities at all times until Company without the date as prior written consent of which the Investor no longer owns any Registrable Securities (the “Registration Period”)Required Investors. The Company shall (i) use commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as an Investor or its counsel reasonably proposed by such Investor, and (ii) not file any Registration Statement (including or Prospectus or any amendments amendment or supplements supplement thereto and prospectuses contained therein) shall not containing information regarding an Investor to which such Investor reasonably objects or reasonably believes to contain any an untrue statement of a material fact or omit omits to state a material fact required to be stated therein, therein or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading. Notwithstanding anything , unless such information is required to the contrary stated herein, in addition to comply with any other remedies available at applicable law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) regulation. Each Investor shall furnish all information with respect to such Investor reasonably requested by the Company and as shall have failed be reasonably required in connection with any registration referred 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 applicablethis Agreement.

Mandatory Registration. (a) The Company shall prepare and, as soon promptly as practicable, but in no any event later within 30 days from the date hereof, prepare and file at the Company's sole cost and expense (other than the Filing Deadlinefees and disbursements of counsel for the Shareholders and the underwriting discounts, file if any, payable in respect of the Registrable Securities sold by the Shareholders) one "shelf" registration statement with the Securities and Exchange Commission an initial Registration Statement (the "COMMISSION") on Form S-1 or S-3, or such other the appropriate form or forms as may be reasonably acceptable pursuant to Rule 415 of the Investor and Legal Counsel, Securities Act 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 In no event 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 thereinbe required to file more than one registration statement on the appropriate form. The Company shall will use commercially reasonable efforts through its reasonable best efforts officers, directors, auditors, and counsel to have cause such registration statement to become effective as promptly as practicable following the Registration Statement or amendment declared effective by filing thereof. (b) In the Commission prior event of a registration pursuant to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein belowSection 1(a), the Company shall use commercially reasonable best efforts to cause the Registrable Securities so registered to be registered or qualified for sale under the securities or blue sky laws of such states as the Shareholders may reasonably request to permit the resale of the Registrable Securities in such states; and do such other reasonable acts and things as may be required of it to enable such holder to consummate the disposition in such states; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this Section 1(b) in which it is not otherwise required to qualify to do business. (c) The Company shall keep effective any registration or qualification contemplated by this Section 1 and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Registration Statement effective Shareholders to complete the offer and sale of the Registrable Securities covered thereby. The Company shall keep such registration or qualification in effect until the earlier of (i) the second anniversary of the date that the registration statement was declared effective, (ii) the first date upon which all Shareholders are free to sell such Registrable Securities under Rule 144 of the Securities Act or (iii) the date that the Shareholders have sold or otherwise transferred all the Registrable Securities under a registration statement, pursuant to Rule 415 promulgated 144 under the Securities Act or otherwise. (d) In the event of a registration pursuant to Section 1(a), the Company shall furnish to each Shareholders such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), such reasonable number of copies of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as any Shareholders may reasonably request to facilitate the disposition of the Registrable Securities included in such registration. (e) In the event of a registration pursuant to Section 1(a), the Company shall furnish each Shareholder so registered with an opinion of its counsel (in form and substance reasonably acceptable to the Shareholders) to the effect that (i) the registration statement has become effective under the Securities Act and available no order suspending the effectiveness of the registration statement, preventing or suspending the use of the registration statement, any preliminary prospectus, any final prospectus, or any amendment or supplement thereto has been issued, nor has the Commission or any securities or blue sky authority of any jurisdiction instituted or to the knowledge of such counsel threatened to institute any proceedings with respect to such an order, (ii) the registration statement and each prospectus forming a part thereof (including each preliminary prospectus), and any amendment or supplement thereto, comply as to form with the Securities Act and the rules and regulations thereunder, and (iii) such counsel has no knowledge of any material misstatement or omission in such registration statement or any prospectus, as amended or supplemented. Such opinion shall also state the jurisdictions in which the Registrable Securities have been registered or qualified for sales of sale pursuant to Section 1(b). (f) The Company agrees that until all the Registrable Securities have been sold under a registration statement or pursuant to Rule 144 under the Securities Act, it will keep current in filing all reports, statements and other materials required to be filed with the Commission to permit holders of the Registrable Securities at all times until to sell such securities under Rule 144 of the date Securities Act. (g) The Company shall notify the Shareholders promptly when such registration statement and any amendments and supplements thereto have become effective or any supplements to any prospectus forming a part of such registration statement have been filed. The Company shall notify the Shareholders promptly of the happening of any event as a result 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 prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein, therein or necessary to make the statements therein, therein not misleading in light of the circumstances in which they were madethen existing, not misleading. Notwithstanding anything and use commercially reasonable efforts to update and/or correct such prospectus as promptly as practicable by preparing a supplemental or post effective amendment to a registration statement or a supplement to the contrary stated herein, related prospectus or any document incorporated or deemed incorporated by reference and filing the same with the Commission. Each Shareholder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in addition to any other remedies available at law this Section 1(g) such Shareholder will forthwith discontinue disposition of such Registrable Securities covered by such registration statement or equity or as set forth herein, in the Purchase Agreement or otherwise, if prospectus until such Shareholder (i) receives copies of the supplemented or amended prospectus and has been advised in writing by the Company shall have failed to file the Registration Statement by the Filing Deadline that such supplemented or amended prospectus may be used, or (ii) the Registration Statement is not declared effective advised in writing by the Effectiveness DeadlineCompany that the use of the applicable prospectus may be resumed. If so directed by the Company, in each caseShareholder will deliver to the Company all copies, for any reason or no reasonother than permanent file copies, then in such Shareholder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of the notice referred to in the immediately preceding sentence. (h) The Company shall notify the Shareholders promptly of the issuance by the Commission of any stop or other order suspending the effectiveness of the registration statement. If at any time the Company shall pay receive any such order, the Company shall use commercially reasonable efforts to Purchaser obtain the withdrawal or its designee an amount equal to $10,000 for each day following lifting of such order at the Filing Deadline earliest possible time. Each Shareholder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in this Section 1(h), such Shareholder will forthwith discontinue disposition of such Registrable Securities covered by any registration statement or Effectiveness Deadline, as applicable, prospectus until the Registration Statement such order has been filed withdrawn or lifted. (i) If requested by the underwriter for any underwritten offering of Registrable Securities on behalf of the Shareholders pursuant to a registration requested under Section 1(a), the Company and the Shareholders will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company and the Company's counsel, the Shareholders and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Shareholders and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by the Shareholders, including, without limitation, indemnities substantially to the effect and to the extent provided in Section 2 hereof. (j) The Company shall use commercially reasonable efforts to have the Registrable Securities included for quotation on the Nasdaq National Market. (k) In connection with the Commission registration of Registrable Securities pursuant to a registration statement, each Shareholder shall furnish to the Company such information regarding himself or itself and the Registration Statement has been declared effective, intended method of disposition of Registrable Securities as applicablethe Company shall reasonably request in order to effect the registration thereof .

Mandatory Registration. The Company shall prepare andshall, as soon as practicable, but in no event later than within forty-five (45) calendar days after the Filing DeadlineExecution Date, 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, F-1 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; provided, however, the Company may delay filing or suspend the use of Registrable Securitiesany 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 Board of Directors, upon advice of legal counsel, reasonably believes that such filing or use would require premature disclosure of information that could materially adversely affect the Company; provided, however, that in the event the Investor owns Purchase Shares at the time of any such suspension of use of the registration statement, the Company shall use reasonable best efforts to make such registration statement available for the resale of such securities by the Investor as soon as practicable thereafter. The initial Registration Statement shall register with the Commission for resale all of the only 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 (and in any New Registration Statement) as an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and 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)any grace periods set forth in the Purchase Agreement, 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 by such Registration Statement and (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registrable Securities (or, if applicable, the date on which such securities cease to be Registrable Securities after the date of termination of the Purchase Agreement) (the “Registration Period”). The effective 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. 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 andshall: (i) include, at the Company's sole cost and expense (other than the fees and disbursements of counsel for the Shareholder and the underwriting discounts, if any, payable in respect of the Registrable Securities sold by the Shareholder), the Registrable Securities in the first "shelf" registration statement filed by the Company with respect to its Common Stock with the Securities and Exchange Commission (the "COMMISSION") pursuant to Rule 415 of the Securities Act of 1933, as soon amended (the "SECURITIES ACT") after the date hereof; (ii) in the event that no such "shelf" registration statement is filed within 90 days of the date hereof, then as promptly as practicable, but in no any event later within 90 days from the date hereof, prepare and file at the Company's sole cost and expense (other than the Filing Deadlinefees and disbursements of counsel for the Shareholder and the underwriting discounts, file if any, payable in respect of the Registrable Securities sold by the Shareholder) one "shelf" registration statement with the Commission an initial Registration Statement on Form S-1 or S-3, or such other the appropriate form or forms as may be reasonably acceptable pursuant to Rule 415 of the Investor and Legal Counsel, Securities Act 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 In no event 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 thereinbe required to file more than one registration statement. The Company shall will use commercially reasonable efforts through its reasonable best efforts officers, directors, auditors, and counsel to have cause such registration statement to become effective as promptly as practicable following the Registration Statement or amendment declared effective by filing thereof. (b) In the Commission prior event of a registration pursuant to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein belowSection 1(a), the Company shall use commercially reasonable best efforts to cause the Registrable Securities so registered to be registered or qualified for sale under the securities or blue sky laws of such states as the Shareholder may reasonably request to permit the resale of the Registrable Securities in such states; and do such other reasonable acts and things as may be required of it to enable such holder to consummate the disposition in such states; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this Section 1(b) in which it is not otherwise required to qualify to do business. (c) The Company shall keep effective any registration or qualification contemplated by this Section 1 and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Registration Statement effective Shareholder to complete the offer and sale of the Registrable Securities, subject to the following sentence. The Company shall keep such registration or qualification in effect until the earlier of: (i) the second anniversary of the date that the registration statement was declared effective, (ii) the first date upon which the Shareholder is free to sell all of such Registrable Securities under Rule 144 of the Securities Act or (iii) the date that the Shareholder has sold or otherwise transferred all the Registrable Securities under a registration statement, pursuant to Rule 415 promulgated 144 under the Securities Act or otherwise. (d) In the event of a registration pursuant to Section 1(a), the Company shall furnish to the Shareholder such reasonable number of copies of the registration statement and available for sales of each amendment and supplement thereto (in each case, including all exhibits), such reasonable number of copies of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Shareholder may reasonably request to facilitate the disposition of the Registrable Securities at included in such registration. (e) The Company agrees that until all times until the date Registrable Securities have been sold under a registration statement or pursuant to Rule 144 under the Securities Act, it shall use commercially reasonable efforts to keep current in filing all reports, statements and other materials required to be filed with the Commission to permit holders of the Registrable Securities to sell such securities under Rule 144 of the Securities Act. (f) The Company shall notify the Shareholder promptly when such registration statement and any amendments and supplements thereto have become effective or any supplements to any prospectus forming a part of such registration statement have been filed. The Company shall notify the Shareholder promptly of the happening of any event as a result 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 prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein, therein or necessary to make the statements therein, therein not misleading in light of the circumstances in which they were madethen existing, not misleading. Notwithstanding anything and use commercially reasonable efforts to update and/or correct such prospectus as promptly as practicable by preparing a supplemental or post effective amendment to a registration statement or a supplement to the contrary stated herein, related prospectus or any document incorporated or deemed incorporated by reference and filing the same with the Commission. The Shareholder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in addition to any other remedies available at law this Section 1(f) the Shareholder will forthwith discontinue disposition of such Registrable Securities covered by such registration statement or equity or as set forth herein, in prospectus until the Purchase Agreement or otherwise, if Shareholder (i) receives copies of the supplemented or amended prospectus and has been advised in writing by the Company shall have failed to file the Registration Statement by the Filing Deadline that such supplemented or amended prospectus may be used, or (ii) the Registration Statement is not declared effective advised in writing by the Effectiveness DeadlineCompany that the use of the applicable prospectus may be resumed. If so directed by the Company, in each casethe Shareholder will deliver to the Company all copies, for any reason or no reasonother than permanent file copies, then in the Shareholder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of the notice referred to in the immediately preceding sentence. (g) The Company shall notify the Shareholder promptly of the issuance by the Commission of any stop or other order suspending the effectiveness of the registration statement. If at any time the Company shall pay receive any such order, the Company shall use commercially reasonable efforts to Purchaser obtain the withdrawal or its designee an amount equal to $10,000 for each day following lifting of such order at the Filing Deadline earliest possible time. The Shareholder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in this Section 1(g), the Shareholder will forthwith discontinue disposition of such Registrable Securities covered by any registration statement or Effectiveness Deadline, as applicable, prospectus until the Registration Statement such order has been filed withdrawn or lifted. (h) The Company shall use commercially reasonable efforts to have the Registrable Securities included for quotation on the Nasdaq National Market. (i) In connection with the Commission or registration of Registrable Securities pursuant to a registration statement, the Registration Statement has been declared effective, Shareholder shall furnish to the Company such information regarding himself and the intended method of disposition of Registrable Securities as applicablethe Company shall reasonably request in order to effect the registration thereof .

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, subject to the provisions of Section 2(f) herein. 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 1,000 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. Subject to the terms and conditions of this Agreement, the Company shall use its reasonable best efforts (i) on or prior to the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of Registrable Securities, and (ii) on or prior to the 30th calendar day following receipt of each written notice by the Investor (a “Demand Notice”) delivered pursuant to the terms hereof, prepare and file an additional Registration Statement covering the resale by the Investor of Registrable Securities not covered by the initial Registration Statement. Each Registration Statement prepared pursuant hereto shall register for resale at least the number of Common Shares equal to the Required Registration Amount as of date the Registration Statement is initially filed with the SEC. Each Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall prepare and, use its reasonable best efforts to have each Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Filing Effectiveness Deadline. By 9:30 am, New York time on the Business Day following the date of effectiveness, the Company shall file with the Commission an initial SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement on Form S-1 or S-3with the SEC, or such other form or forms as may be reasonably acceptable the Company shall furnish a draft of the Registration Statement 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 their review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commissionreasonable comment. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have comments on the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness DeadlineCompany within 24 hours of the receipt thereof from the Company. Subject to Allowable Grace Periods (as defined herein below)For the purposes hereof, the Investor shall be entitled to deliver a Demand Notice to the Company shall use reasonable best efforts to keep at any time during the Registration Period if at such time (i) no Registration Statement effective pursuant is then in effect which the Investor may use to Rule 415 promulgated under resell Registrable Securities, or (ii) a Registration Statement is effective, but the Securities Act and available for sales of holder has resold substantially all of the Registrable Securities at all times until the date as of which Common Shares registered on such Registration Statement. In addition, 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 may deliver 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 Demand Notice to the contrary stated herein, in addition to Company at any other remedies available at law or equity or as set forth herein, in time during the Purchase Agreement or otherwise, if Registration Period during which (i) the Company shall does not have failed a class of securities listed, or approved for listing, on a national securities exchange registered pursuant to file Section 6 of the Registration Statement by the Filing Deadline Exchange Act, 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 DeadlineRule 144, as applicableamended, until would not allow the Registration Statement has been filed with “tacking” of the Commission or holding period of the Registration Statement has been declared effective, as applicableConvertible Debenture onto the holding period of the Conversion Shares issuable upon conversion thereof.

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 (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 yet occurred, the Company shall be required to extend the Mandatory Registration Termination Date by the same number of days as such delay or Suspension Period (as defined in Section 10 hereof), provided that such delay is not the result of the Holders’ failure or delay to furnish information required under Section 5 hereof. (b) Within three (3) business days after a Registration Statement that covers applicable Registrable Securities is declared effective by the Effectiveness DeadlineSEC, in each case, for any reason or no reason, then the Company shall pay deliver, or shall cause legal counsel to Purchaser or its designee an amount equal deliver, to $10,000 the transfer agent for each day following such Registrable Securities (with copies to the Filing Deadline or Effectiveness Deadline, as applicable, until the Holders whose Registrable Securities are included in such Registration Statement has been filed with the Commission or the Statement) confirmation that such Registration Statement has been declared effective, effective by the SEC in substantially the form attached hereto as applicable.Exhibit B.

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-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 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 andshall, as soon as practicable, but in no event later than within 30 calendar days following the Filing DeadlineAgreement Date, file with the Commission an initial Registration Statement SEC a resale registration statement on Form S-1 or S-3F-1 including a prospectus registering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, or such other form or forms regulations and interpretations so as may be reasonably acceptable to the Investor and Legal Counsel, covering 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; provided, however, the Company may delay filing or suspend the use of Registrable Securitiesany 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 Board of Directors, upon advice of legal counsel, reasonably believes that such filing or use would require premature disclosure of information that could materially adversely affect the Company; provided, however, that in the event the Investor owns Purchase Notice Shares at the time of any such suspension of use of the registration statement, the Company shall use reasonable best efforts to make such registration statement available for the resale of such securities by the Investor as soon as practicable thereafter. The initial Registration Statement shall register with the Commission for resale all of the only 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 (and in any New Registration Statement) as an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and 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 date as of on which the Investor no longer owns any shall have resold all the Registrable Securities covered thereby and no Ordinary Shares remain issuable under the Purchase Agreement (the “Registration Period”). The effective 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 promptly as practicable, but reasonably practicable and in any event no event later than 30 days after the Closing Date (the “Filing Deadline”), prepare and 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, “Initial Registration Statement”) covering the resale by of all Registrable Securities (which, for the Investor avoidance of Registrable Securitiesdoubt, may also register the primary sale or issuance of the Company’s securities). Before filing the Registration Statement, the Company shall furnish to each of the Investors who have supplied the Company with email addresses a copy of the Registration Statement. The Investors and their counsel shall have at least two Business Days prior to the anticipated filing date of a 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 and any amendment or amendment supplement to such Registration Statement and any related prospectus Prospectus, prior to its filing with the CommissionSEC. Subject to any SEC comments, such Registration Statement shall include the plan of distribution substantially in the form attached hereto as Exhibit A. The Company shall use commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as the Investor or its counsel reasonably and promptly proposed by the Investor and shall not file any Registration Statement or Prospectus or any amendment or supplement thereto containing information regarding the Investor to which Investor reasonably objects, unless such information is required to comply with any applicable law or regulation. The Investor Investors shall furnish all information reasonably requested by the Company for inclusion thereinand as shall be reasonably required in connection with any registration referred to in this Agreement. The Company shall use its reasonable best efforts to have the Registration Statement shall be on Form S-3 (or amendment declared effective by the Commission prior any equivalent or successor form) if such form is available to the Effectiveness Deadline. Subject to Allowable Grace Periods Company and, if the Company is a well-known seasoned issuer (as defined herein belowin Rule 405 under the Securities Act), shall be an automatically effective registration statement on Form S-3ASR or, if an existing registration statement on Form S-3ASR is effective, the Company shall use reasonable best efforts may file a prospectus supplement to keep such existing registration statement registering the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all resale of the Registrable Securities at all times until the date as in lieu of which the Investor no longer owns any Registrable Securities (filing a new registration statement, and if so filed, such prospectus supplement shall constitute the “Registration Period”). The Registration Statement (including any amendments or supplements thereto Statement” for all applicable purposes hereof, 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) shall be deemed satisfied upon 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 applicablefiling of such prospectus supplement.

Mandatory Registration. The Company shall prepare andshall, as soon as practicable, but in no event later than within thirty (30) calendar days after the Execution Date (the “Filing Deadline”), 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; provided, however, the Company may delay filing or suspend the use of Registrable Securitiesany 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 board of directors of the Company (the “Board of Directors”), upon advice of legal counsel, reasonably believes that such filing or use would require premature disclosure of information that could materially adversely affect the Company; provided, however, that in the event the Investor owns Purchase Shares, Redemption Shares or Warrant Shares at the time of any such suspension of use of the registration statement, the Company shall use commercially reasonable efforts to make such registration statement available for the resale of such securities by the Investor as soon as practicable thereafter. The initial Registration Statement shall register with the Commission for resale all of the only 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 (and in any New Registration Statement) as an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and 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 earliest practicable date (the “Effectiveness Deadline”). 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 date as of on which the Investor no longer owns any shall have resold all the Registrable Securities covered thereby and no shares of Common Stock remain issuable under the Purchase Agreement (the “Registration Period”). The effective 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 Any time-based requirements set forth in this Agreement shall be extended to the contrary stated herein, in addition to any other remedies available at law next Business Day if the applicable time falls on a weekend 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 applicablefederal holiday.

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 ▇-▇, ▇-▇, ▇-▇ 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. Subject to the terms and conditions of this Agreement, the Company shall (i) on or prior to the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S- 1) or any successor form thereto covering the resale by the Investor of Registrable Securities, and (ii) on or prior to the 30th calendar day following receipt of each written notice by the Investor (a“Demand Notice”) delivered pursuant to the terms hereof, prepare and file an additional Registration Statement covering the resale by the Investor of Registrable Securities not covered by the initial Registration Statement. Each Registration Statement prepared pursuant hereto shall register for resale at least the number of Common Shares equal to the Required Registration Amount as of date the Registration Statement is initially filed with the SEC. Each Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall prepare and, use its commercially reasonable efforts to have each Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Filing Effectiveness Deadline. By 9:30 am, New York time on the Business Day following the date of effectiveness, the Company shall file with the Commission an initial SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement on Form S-1 or S-3with the SEC, or such other form or forms as may be reasonably acceptable the Company shall furnish a draft of the Registration Statement 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 their review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commissioncomment. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have comments on the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness DeadlineCompany within 24 hours of the receipt thereof from the Company. Subject to Allowable Grace Periods (as defined herein below)For the purposes hereof, the Investor shall be entitled to deliver a Demand Notice to the Company shall use reasonable best efforts to keep at any time during the Registration Period if at such time (i) no 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 is then in effect which the Investor no longer owns any may use to resell 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 thereinSecurities, 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 a Registration Statement is not declared effective by effective, but the Effectiveness Deadlineholder has resold substantially all of the Common Shares registered on such Registration Statement. In addition, in each case, for any reason or no reason, then the Investor may deliver a Demand Notice to the Company shall pay at any time during the Registration Period during which (i) Subsequent Convertible Debentures have been issued, (ii) the Company does not have a class of securities listed, or approved for listing, on a national securities exchange registered pursuant to Purchaser Section 6 of the Exchange Act, or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline(iii) Rule 144, as applicableamended, until would not allow the Registration Statement has been filed with “tacking” of the Commission holding period of the Convertible Debenture or Subsequent Convertible Debentures onto the Registration Statement has been declared effective, as applicableholding period of the Conversion Shares issuable upon conversion thereof.

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 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.

Mandatory Registration. The 1.1 On or before November 3, 2022, the Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, agrees to file with the Commission an initial Registration Statement in accordance with the procedures set forth in Section 2, a resale registration statement on Form S-1 or S-3F-1, Form F-3 or such other form or forms as may be reasonably acceptable under the Securities Act then available to the Investor and Legal Counsel, covering Company providing for the resale pursuant to Rule 415 from time to time by the Investor Purchasers of any and all Registrable SecuritiesShares issued or issuable (including a prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Mandatory Registration Statement”). The Company agrees to use its reasonable best efforts to cause the Commission to declare any Mandatory Registration Statement shall register with effective as soon as practicable after the Commission for resale all filing thereof and in any event within ninety (90) days of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon initial filing of such Mandatory 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 cause any Mandatory Registration Statement or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (or, if applicable, a Shelf Registration Statement (as defined herein below)) to remain continuously effective until the Termination Date (as defined below). Any Mandatory Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available to, and requested by, the Purchaser(s) of the Registrable Shares. 1.2 At any time after the Company becomes eligible to use a shelf registration statement on Form F-3 (a “Shelf Registration Statement”), the Company shall, in accordance with the procedures set forth in Section 1, have the option to file a Shelf Registration Statement (whether such ​ ​ registration statement is filed by the Company on its own account or on account of one or more third persons), or a post-effective amendment on Form F-3 to the Mandatory Registration Statement (including a prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement) covering any Registrable Shares registered under any Mandatory Registration Statement and any additional Ordinary Shares issued or distributed to Purchasers after the effectiveness of the Mandatory Registration Statement, or otherwise not included in such prior Mandatory Registration Statement, on behalf of the Purchasers thereof in the same manner, and subject to the same provisions in this Agreement as the Mandatory Registration Statement. The Company shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective as soon as practicable, keep such Shelf Registration Statement effective with the Commission at all times (except as otherwise provided herein), file a new Shelf Registration Statement on Form F-3 upon its expiration and cooperate in any offering using such Shelf Registration Statement, whether or not underwritten, by amending or supplementing the prospectus relating to such Shelf Registration Statement as promptly as practicable following a written request by the Purchaser or as otherwise required, until the Termination Date (as defined below). (a) Subject at all times to Section 3 hereof, at any time (i) a Purchaser owning more than forty percent (40%) of the aggregate number of Ordinary Shares issuable upon conversion of the Notes at the maturity date of the Notes and (ii) Jasper and Redwood as long as they each own more than twenty percent (20%) of the aggregate number of Ordinary Shares issuable upon conversion of the Notes at the maturity date of the Notes (each a “Demanding Purchaser” and collectively, the “Demanding Purchasers”), may demand that the Company cooperate in an underwritten offering of Registrable Shares (“Demand Registration”) by delivering a notice to the Company (a “Notice”) stating that it intends to effect an underwritten offering (an “Underwritten Offering”) of all or part of its Registrable Shares; provided, however, that, each Demanding Purchaser shall only have the right to request one Fully Marketed Underwritten Offering hereunder in any rolling twelve (12) month period. Upon the Company’s receipt of a Notice, the Company shall promptly deliver such Notice to all other Purchasers and permit each Purchaser to include its Registrable Shares for offer and sale in such Underwritten Offering if such Purchaser notifies the Company within five (5) Business Days after delivery of the Notice to such Purchaser. The Demanding Purchaser that delivered the Notice with respect to such Underwriting Offering shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with any Underwritten Offering. (b) If the managing underwriter of an Underwritten Offering advises the Company and the participating Purchasers in writing (with a copy to each party hereto requesting to participate in such underwritten offering) that in its opinion the number of Ordinary Shares which the Purchasers desire to sell, taken together with any Ordinary Shares requested to be included in such Underwritten Offering by the Company or other Purchasers, exceeds the Maximum Number of Securities, the Company will include in such Underwritten Offering any Ordinary Shares in the following priority: (i) first, the Ordinary Shares of the Demanding Purchasers, and if the aggregate number of such Registrable Shares exceeds the Maximum Number of ​ Securities, the Company shall include only such Purchasers’ pro rata share of the Maximum Number of Securities based on the aggregate number of Registrable Shares beneficially owned by such Purchasers; (ii) second, to the Company (if applicable); and (iii) third, to any other Person entitled to request the inclusion of Ordinary Shares in such Underwritten Offering. (a) Subject to the provisions of this Section 1.3 and a good faith determination by the Company that it is in the best interests of the Company to suspend the use of any Registration Statement, following the effectiveness of such Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to the Purchasers, may direct the Purchasers to suspend sales of the Registrable Shares pursuant to such Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than 30 consecutive days, subject to extension by the Company by up to an additional 30 consecutive days solely to the extent that the Company requires such extension of time to complete financial statements required under applicable law to be contained in the Company’s filings under the Exchange Act, in any event, or 90 days in the aggregate in any 365-day period), if any of the following events shall occur: (i) there is material non-public information regarding the Company which (A) the Company determines not to be in the Company’s best interest to disclose, (B) would, in the good faith determination of the Company, require any revisions to 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 so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (C) the Company is not otherwise required to disclose, (ii) the Company otherwise determines in good faith that an amendment or supplement to the Registration Statement is necessary such that the Registration Statement shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein, therein or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading, or (iii) the Company is required to file a post-effective amendment to a Registration Statement to incorporate the Company’s quarterly or annual reports or audited financial statements on Forms 6-K and 20-F; provided, however, that no suspension period permitted pursuant to this clause (iii) shall continue for more than five (5) consecutive Business Days. (b) Prior to the earlier to occur of (i) the Company delivering to the Purchasers an End of Suspension Notice (as defined below), or (ii) the end of the maximum permissible suspension period, the Company shall use its commercially reasonable efforts to promptly amend or supplement the Registration Statement on a post-effective basis, if necessary, or to take such action as is necessary to make resumed use of the Registration Statement so as to permit the Purchasers to resume sales of the Registrable Shares as soon as possible. (c) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to the Purchasers to suspend sales of the Registrable Shares, and such notice shall state that such suspension shall continue only for so long as the ​ ​ Suspension Event or its effect is continuing and the Company is taking all reasonable steps to terminate suspension of the effectiveness of the Registration Statement as promptly as possible. The Purchasers shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). The Purchasers may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Purchasers in the manner described above promptly following the conclusion of any Suspension Event and its effect. 1.5 The Company shall indemnify and hold harmless each Purchaser, each person who controls any Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the officers, directors, members, managers, stockholders, partners, limited partners, agents, successors, heirs, assigns, executors and employees of each of them (each an “Indemnified Party”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (a) any untrue or alleged untrue statement of a material fact contained in a Registration Statement or any prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (b) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement; in each case, except to the extent, but only to the extent, that (i) such untrue statement or omission is based upon information regarding such Purchaser furnished in writing to the Company by or on behalf of such Purchaser expressly for use therein, or (ii) such information relates to such Purchaser or such Purchaser’s proposed method of distribution of the Registrable Shares and was approved in writing by or on behalf of the Purchaser expressly for use in the Registration Statement, such prospectus or in any amendment or supplement thereto. Each Purchaser shall, severally and not jointly, indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign a Registration Statement, each underwriter, broker or other Person acting on behalf of the holders of securities included in a Registration Statement, and each Person who controls any of the foregoing Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against any Losses, as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in a Registration Statement or any prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, but only to the extent that (i) such untrue statement or omission is based upon information regarding such Purchaser furnished in writing to the Company by or on behalf of such Purchaser expressly for use therein, or (ii) such ​ ​ information relates to such Purchaser or such Purchaser’s proposed method of distribution of the Registrable Shares and was approved in writing by or on behalf of the Purchaser expressly for use in the Registration Statement, such prospectus or in any amendment or supplement thereto. If the indemnification provided in this Section 1.4 is unavailable to an Indemnified Party or insufficient to hold the Indemnified Party harmless for any Losses, then the Company shall contribute to the amount paid or payable by the Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Company and such Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the Company and the Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, the Company or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The parties hereto agree that it would not be just and equitable if any contribution were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding sentence. Notwithstanding the provisions of this paragraph, no Indemnified Party shall be required to contribute pursuant to this paragraph, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Indemnified Party from the sale of the Registrable Shares subject to the proceeding exceeds the amount of any damages that such Indemnified Party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. The provisions of this Section 1.5 shall be in addition to any other rights to indemnification or contribution that an indemnified party may have pursuant to law, equity, contract or otherwise. 1.6 The Demanding Purchaser initiating a Demand Registration shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the managing underwriter of their intention to withdraw from such. If the Registration Statement is so withdrawn, it will not count as a Demand Registration. Notwithstanding anything to the contrary stated hereinin this Agreement, 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 be responsible for the Registration Statement by the Filing Deadline or (ii) the Expenses incurred in connection with a Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay pursuant to Purchaser or a Demand Registration prior to 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 applicablewithdrawal under this subsection 2.1.5.

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 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 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-▇, ▇-▇, ▇-▇ 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 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. (1) The Company shall prepare promptly and, on or prior to the date which is 30 days after the Closing Date, file with the SEC the Registration Statement for the resale by the Buyer of a number of Registrable Securities equal to (A) the number of shares of Common Stock equal to at least the number of Common Shares issuable to the Buyer upon conversion of the Preferred Shares and the Additional Preferred Shares and one quarter-year of accrued and unpaid dividends on the Preferred Shares at the rate specified in the Certificate of Designations, determined at the Conversion Price which is applicable on the day the Registration Statement is filed with the SEC and (B) the number of Warrant Shares issuable upon exercise of the Warrants, and which Registration Statement shall state that, in accordance with Rule 416 under the 1933 Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as soon may become issuable upon conversion of the Preferred Shares and the Additional Preferred Shares and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. If for any reason the SEC does not permit all of the Registrable Securities to be included in such Registration Statement, then the Company shall prepare and file with the SEC a separate Registration Statement with respect to any such Registrable Securities not included with the initial Registration Statements, as practicableexpeditiously as possible, but in no event later than the Filing Deadlinedate which is 30 days after the date on which the SEC shall indicate as being the first date such filing may be made. (2) If a Registration Event occurs, then the Company will make payments to the Buyer as partial liquidated damages for the minimum amount of damages to the Buyer by reason thereof, and not as a penalty, at the rate of 2% per month of the Purchase Price paid by the Buyer pursuant to this Agreement, for each calendar month of the Registration Default Period (pro rated for any period less than 30 days). Each such payment shall be due and payable within five (5) days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five (5) days after such termination. Such payments shall be in partial compensation to the Buyer, and shall not constitute the Buyer's exclusive remedy for such events. The Registration Default Period shall terminate upon (u) the filing of the Registration Statement in the case of clause (i) of the definition of "Registration Event"; (v) the SEC Effective Date in the case of clause (ii) of the definition of "Registration Event"; (w) the ability of the Buyer to effect sales pursuant to the Registration Statement in the case of clause (iii) of the definition of "Registration Event"; (x) the listing or inclusion and/or trading of the Common Stock on an Approved Market, as the case may be, in the case of clause (iv) of the definition of "Registration Event"; and (y) in the case of the events described in clauses (ii) and (iii) of the definition of "Registration Event", the earlier termination of the Registration Period and in each such case any Registration Default Period that commenced by reason of the occurrence of such event shall terminate if at the time no other Registration Event is continuing. The amounts payable as liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States. Amounts payable as liquidated damages hereunder shall cease when the Buyer no longer holds the Preferred Shares, the Additional Preferred Shares, the Unit Purchase Warrants, the Warrants or Registrable Securities; provided, however, that in no event shall the amount payable as liquidated damages pursuant to this Section 8(a)(3) be in excess of 8% of the Purchase Price paid by the Investor. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days, after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser amount that is permitted to be paid by applicable law) to the Investor, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. (3) At any time and from time to time, promptly following the written demand of the Investor following the issuance of any Additional Registrable Securities, and in any event within thirty (30) days following such written demand, the Company shall prepare and file with the Commission an initial SEC either a new Registration Statement or a post-effective amendment to a previously filed Registration Statement, to the extent permitted under the 1933 Act, on Form S-1 or S-3S-3 (or, or such other form or forms as may be reasonably acceptable if Form S-3 is not then available to the Investor and Legal CounselCompany, on such form of registration statements as is then available to effect a registration for resale of the Additional Registrable Securities) covering the resale of the Additional Registrable Securities in an amount equal to the number of Additional Registrable Securities. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), as determined by the Investor Company and its legal counsel, such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Registrable Securities. The Registration Statement (and each amendment or supplement thereto) shall register be provided in accordance with Section 8(b) to 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 its counsel prior to its filing with or other submission. (4) In the Commission. The Investor shall furnish all information reasonably requested by event the Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company for inclusion therein. The shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) attempt to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall use its reasonable best efforts to have maintain the effectiveness of the Registration Statements then in effect until such time as a Registration Statement or amendment on Form S-3 covering the Registrable Securities has been 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 applicableSEC.

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 (i) Subject to the Investor limitations set forth in this Section 2(a)(i) 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 in Sections 2(a)(ii) and Legal Counsel shall have a reasonable opportunity to review (iii) 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 Section 7 below), the Company shall use reasonable best efforts to keep file, within seven days (the Registration Statement effective “Filing Date”) of the Effective Date, a registration statement on Form S-3 (or comparable or successor form) under the Securities Act, which shall be a “shelf registration” made pursuant to Rule 415 promulgated under adopted pursuant to the Securities Act Act, and available for sales of shall use its best efforts to cause all of the Registrable Securities at all times until to be registered for resale to the date as of which the Investor no longer owns any Registrable Securities (the “Registration Period”)public thereunder. The Registration Statement foregoing notwithstanding, in the event the Commission notifies the Company that under the Securities Act it may only include the Closing Shares in the initial registration statement to be filed on the Filing Date, and not the Phase IIb Milestone Shares and the NDA Milestone Shares, the Company shall file, within seven days of the respective issuance dates of the Phase IIb Milestone Shares and the NDA Milestone Shares (including any amendments if such Phase IIb Milestone Shares and NDA Milestone Shares are actually issued under the Merger Agreement), a registration statement on Form S-3 (or supplements thereto comparable or successor form) and prospectuses contained therein) shall use its best efforts to cause all the Phase IIb Milestone Shares and the NDA Milestone Shares to be registered for resale to the public thereunder. If a separate registration statement for the Phase IIb Milestone Shares and the NDA Milestone Shares is required and the Company is not contain any untrue then eligible to use Form S-3, it will file the registration statement of a material fact on Form S-1 or omit to state a material fact other available form and shall be required to be stated therein, or necessary to make such filing no later than thirty (30) days after the statements therein, in light of the circumstances in which they were made, not misleading. issuance thereof. (ii) Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth hereinin Section 2(a)(i) above, the Company shall not be obligated to prepare or file any registration statement pursuant to Section 2(a)(i) hereof, or to prepare or file any amendment or supplement thereto, and the Stockholders agree that they shall not sell any Registrable Securities, at any time when the Company, in the Purchase Agreement good faith and reasonable judgment of its Board of Directors, and upon the advice of counsel, reasonably believes that the filing thereof at that time, or otherwisethe offering or sale of Registrable Securities pursuant thereto, if (ia) would materially adversely affect a pending or proposed public offering of capital stock of the Company, or an acquisition, merger, recapitalization, consolidation, reorganization or other transaction, or any negotiations, discussions or pending proposals with respect thereto, or (b) would require the disclosure of information that would have a material adverse effect on the Company, is likely to materially adversely affect the Company or any pending transaction or negotiations of the Company, or would constitute a violation of the Securities Act or any state or other applicable securities laws; provided, however, that the filing of a registration statement, or any supplement or amendment thereto, by the Company may be deferred pursuant to this Section 2(a)(ii), and the restrictions on the sale of Registrable Securities by the Stockholders shall be effective, only for the minimum period of time necessary under the circumstances, but not to exceed sixty (60) days and in any event no more than two deferrals shall be allowed in any twelve (12) month period. In the case of any such delay, the Company shall have failed deliver to file the Registration Statement Stockholders or the Representatives a written certificate of the Company’s Chief Executive Officer certifying that such delay is necessary in the good faith and reasonable judgment of the Company’s Board of Directors. (iii) The Company shall be entitled to include in any registration statement filed or to be filed by the Filing Deadline or (iiCompany pursuant to Section 2(a)(i) above shares of the Registration Statement is not declared effective capital stock of the Company to be sold by the Effectiveness DeadlineCompany for its own account or for the account of any other stockholders of the Company except as and to the extent that, in each casethe opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), for any reason or no reason, then such inclusion would adversely affect the Company shall pay marketing of the Registrable Securities 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 applicablebe sold.

Mandatory Registration. The Company shall prepare andshall, as soon as practicable, but in no event later than within thirty (30) calendar days after the Filing DeadlineExecution Date, 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; provided, however, the Company may delay filing or suspend the use of Registrable Securitiesany 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 Board of Directors, upon advice of legal counsel, reasonably believes that such filing or use would require premature disclosure of information that could materially adversely affect the Company; provided, however, that in the event the Investor owns Purchase Shares at the time of any such suspension of use of the registration statement, the Company shall use reasonable best efforts to make such registration statement available for the resale of such securities by the Investor as soon as practicable thereafter. The initial Registration Statement shall register with the Commission for resale all of the only 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 (and in any New Registration Statement) as an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and 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 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 effective Registration Statement (including any amendments or ACTIVE 706222324v3 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 Registration Statement (a) have been sold pursuant to 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 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 (c) the second anniversary of the date as of on which the Investor no longer owns any Registrable Securities Registration Statement is declared effective (the “Registration Effectiveness Period”). The Registration Statement ) or such longer time as the Company may determine. (including any amendments or supplements thereto and prospectuses contained thereinb) 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 If: (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not filed on or prior to its Required Filing Date (if the Company files a Registration Statement without affording the Investor the opportunity to review and comment on the same as required by Section 5.3(a), the Company shall not be deemed to have satisfied this clause (i)); provided, however, that if an Investor fails to provide the Company with any information that is required to be provided in the Registration Statement with respect to such Investor pursuant to Section 5.3(k), then the required filing date shall be extended until two business days following the date of receipt by the Company of such required information, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five business days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) [intentionally omitted], or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the required Effectiveness DeadlineDate, in each caseor (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or no reasonthe Investors are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such cases 30 business days (which need not be consecutive days) in the aggregate during any 12-month period (any such failure or breach being referred to as an “Event,” and for purposes of clause (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five business day period is exceeded, or for purposes of clause (v) the date on which such 30 business day period is exceeded, being referred to as “Event Date”), then in addition to any other rights the Investors may have hereunder or under applicable law: (1) the Company shall pay to Purchaser or its designee each Investor an amount in cash, as liquidated damages and not as a penalty, equal to $10,000 1.5% of the aggregate purchase price paid by such Investor pursuant to this Agreement for any Registrable Securities then held by such Investor for the first month of an Event; and (2) on each day following subsequent monthly anniversary of each such Event Date (if the Filing Deadline or Effectiveness Deadlineapplicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Investor an amount in cash, as applicableliquidated damages and not as a penalty, equal to 2% of the aggregate purchase price paid by such Investor pursuant to this Agreement for any Registrable Securities then held by such Investor. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Investor, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the Registration Statement has been filed with terms hereof shall apply on a pro-rata basis for any portion of a month prior to the Commission or the Registration Statement has been declared effective, as applicablecure of an Event.

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 (a) No later than 15 days following the closing under the Common Stock Subscription Agreement (the “Filing Deadline”), the Company shall prepare and, as soon as practicable, but in no event later than and file a (i) prospectus supplement under Rule 424(b) of the Filing Deadline, file with Securities Act or (ii) new registration statement under the Commission an initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable Securities Act to permit the Investor and Legal Counsel, covering the public resale by the Investor of Registrable SecuritiesSecurities then outstanding from time to time as permitted by Rule 415 of the Securities Act with respect to all of the Registrable Securities (the “Registration Statement”). The Registration Statement filed pursuant to this Section 2.01(a) shall register with be on such appropriate registration form of the Commission for resale all as shall be selected by the Company so long as it permits the continuous offering of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity Securities pursuant to review and comment upon Rule 415 of the Securities Act or such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with other rule as is then applicable at the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion thereinthen prevailing market prices. The Company shall use its reasonable best efforts to have ensure the Registration Statement is effective on or amendment declared effective as soon as practicable after the filing thereof but in any event no later than the earlier of (a) the 75th calendar day following the initial filing date of the Registration Statement if the Commission notifies the Company that it will “review” the Registration Statement and (b) the fifth Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission prior that the Registration Statement will not be “reviewed” or will not be subject to further review (such date, the “Effectiveness Deadline”). Subject Any Registration Statement shall provide for the resale pursuant to Allowable Grace Periods (as defined herein below)such method or combination of methods legally available to, and requested by, the Holders of Registrable Securities covered by such Registration Statement. The Company shall use its reasonable best efforts to keep cause the Registration Statement effective filed pursuant to Rule 415 promulgated under this Section 2.01(a) to be effective, supplemented and amended to the Securities Act and extent necessary to ensure that it is available for sales the resale of all of the Registrable Securities at by the Holders until all times until the date as of which the Investor no longer owns any Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (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 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 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 provide the Holders with written notice of the effectiveness of the Registration Statement. (b) Each Holder (other than any initial Purchaser of Common Stock under the Common Stock Subscription Agreement) that provides a completed Notice and Questionnaire to file the Company agrees that, if such Holder wishes to sell Registrable Securities pursuant to the Registration Statement by and related prospectus, it will do so only in accordance with this Section 2.01(b). Each such Holder wishing to sell Registrable Securities pursuant to the Filing Deadline or (ii) Registration Statement and related prospectus agrees to deliver a Notice and Questionnaire to the Company at least five Business Days prior to any intended distribution of Registrable Securities under the Registration Statement. From and after the date the Registration Statement is not declared effective effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered to it, and in any event by the Effectiveness Deadlinelater of (x) five Business Days after such date, (y) ten Business Days after effectiveness or (z) if a Blackout and Delay Event is in each caseeffect when, for or is put into effect within five Business Days after, the Notice and Questionnaire is delivered, ten Business Days after the expiration of such Blackout and Delay Event: (i) if required by applicable law, file with the Commission a post-effective amendment to the Registration Statement or prepare and, if required by applicable law, file a prospectus or a supplement to the related prospectus or a supplement or amendment to any reason document incorporated therein by reference or no reasonfile any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law and, then if the Company shall pay file a post-effective amendment to Purchaser or the Registration Statement, use its designee an amount equal reasonable best efforts to $10,000 for each cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date that is the earlier of the 75th calendar day following the Filing Deadline filing of the post-effective amendment if the Commission notifies the Company that it will “review” the post-effective amendment and (b) the fifth Business Day after the date the Company is notified (orally or Effectiveness Deadlinein writing, whichever is earlier) by the Commission that the post-effective amendment will not be “reviewed” or will not be subject to further review; (ii) provide such Holder copies of any documents filed pursuant to Section 2.01(b)(i); and (iii) notify such Holder as applicablepromptly as practicable but in any event within 24 hours after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2.01(b)(i); provided that if such Notice and Questionnaire is delivered during a Blackout and Delay Event, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall not be obligated to take the actions set forth in clauses (i), (ii) and (iii) until the Registration Statement has been filed expiration of the Blackout and Delay Event in accordance with the Commission or the Registration Statement has been declared effective, as applicableSection 2.03.

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-▇, ▇-▇, ▇-▇ 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. (a) The Company shall prepare andshall, as soon promptly as practicable, but in any event within 45 days from the date hereof, prepare and file at the Company's sole cost and expense (other than any fees and disbursements of counsel for the Shareholder and the underwriting discounts, if any, payable in respect of the Registrable Securities sold by the Shareholder) one "shelf" registration statement (the "REGISTRATION STATEMENT") with the Securities and Exchange Commission (the "COMMISSION") on the appropriate form pursuant to Rule 415 of the Securities Act of 1933, as amended (the "SECURITIES ACT") covering the resale of the Registrable Securities. In no event shall the Company be required to file more than one Registration Statement. The Company will use commercially reasonable efforts through its officers, directors, auditors and counsel to cause such Registration Statement to become effective as promptly as practicable following the filing thereof, but in no event later than the Filing Deadline, file 150th day after the date hereof. (b) In connection with the Commission an initial Registration Statement on Form S-1 registration described in Section 1(a), the Company shall, if required by the law of any such state, use commercially reasonable efforts to cause the Registrable Securities so registered to be registered or S-3, qualified for sale under the securities or blue sky laws of such other form or forms states as the Shareholder may be reasonably acceptable request to the Investor and Legal Counsel, covering permit the resale of the Registrable Securities in such states; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this Section 1(b) in which it is not otherwise required to qualify to do business. (c) The Company shall keep effective any registration or qualification contemplated by this Section 1 and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Investor of Registrable Securities. The Registration Statement shall register with Shareholder to complete the Commission for resale all offer and sale of the Registrable Securities, subject to the following sentence. The Investor Company shall keep such registration or qualification in effect until the earliest of: (i) the first anniversary of the date that the Registration Statement was declared effective, (ii) the first date upon which the Shareholder is free to sell all of such Registrable Securities under Rule 144 of the Securities Act or (iii) the date that the Shareholder has sold or otherwise transferred all the Registrable Securities under the Registration Statement, pursuant to Rule 144 under the Securities Act or otherwise. (d) In connection with the registration described in Section 1(a), the Company shall furnish to the Shareholder such reasonable number of copies of the Registration Statement and Legal Counsel shall have a of each amendment and supplement thereto (in each case, including all exhibits), such reasonable opportunity to review and comment upon number of copies of each prospectus contained in such Registration Statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Shareholder may reasonably request to facilitate the disposition of the Registrable Securities included in such registration. (e) The Company agrees that until all the Registrable Securities have been sold under a registration statement or pursuant to Rule 144 under the Securities Act, it shall use commercially reasonable efforts to keep current in filing all reports, statements and other materials required to be filed with the Commission to permit holders of the Registrable Securities to sell such securities under Rule 144 of the Securities Act. (f) The Company shall notify the Shareholder promptly when such Registration Statement and any related amendments and supplements thereto have become effective or any supplements to any prospectus prior to its filing with forming a part of such Registration Statement have been filed, except for such amendments or supplements arising by reason of the Commission. The Investor shall furnish all information reasonably requested by making of filings under the Company for inclusion thereinSecurities Exchange Act of 1934, as amended. The Company shall use its reasonable best efforts to have notify 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 Shareholder promptly of the Registrable Securities at all times until the date happening of any event as a result of which the Investor no longer owns any Registrable Securities (the “prospectus included in such Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any Statement, as then in effect, includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein, therein or necessary to make the statements therein, therein not misleading in light of the circumstances in which they were made, not misleadingthen existing. Notwithstanding anything to The Shareholder agrees that upon receipt of any notice from the contrary stated herein, in addition to Company of the happening of any other remedies available at law or equity or as set forth herein, event of the kind described in the Purchase Agreement second sentence of this Section 1(f), the Shareholder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or otherwise, if prospectus until the Shareholder (i) receives copies of a supplemented or amended prospectus and has been advised in writing by the Company shall have failed to file the Registration Statement by the Filing Deadline that such supplemented or amended prospectus may be used, or (ii) is advised in writing by the Company that the use of the applicable prospectus may be resumed. If so directed by the Company, the Shareholder will deliver to the Company all copies, other than permanent file copies, then in the Shareholder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of the notice referred to in the immediately preceding sentence. (g) The Company shall notify the Shareholder promptly of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for Statement. If at any reason or no reason, then time the Company shall pay receive any such order, the Company shall use commercially reasonable efforts to Purchaser obtain the withdrawal or its designee an amount equal to $10,000 for each day following lifting of such order at the Filing Deadline or Effectiveness Deadlineearliest possible time. The Shareholder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in this Section 1(g), as applicable, until the Shareholder will forthwith discontinue disposition of such Registrable Securities covered by any Registration Statement or prospectus until such order has been filed withdrawn or lifted. (h) The Company shall use commercially reasonable efforts to have the Registrable Securities included for quotation on the Nasdaq National Market, or on such other national securities exchange on which the Company's Common Stock may be listed from time to time. (i) In connection with the Commission or registration of Registrable Securities pursuant to a Registration Statement, the Registration Statement has been declared effective, Shareholder shall furnish to the Company such information regarding himself and the intended method of disposition of Registrable Securities as applicablethe Company shall reasonably request in order to effect the registration thereof .

Mandatory Registration. The Company shall prepare andshall, as soon as practicable, but in no event later than within ninety (90) calendar days after the Filing DeadlineExecution Date, 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; provided, however, the Company may delay filing or suspend the use of Registrable Securitiesany 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 Board of Directors, upon advice of legal counsel, reasonably believes that such filing or use would require premature disclosure of information that could materially adversely affect the Company; provided, however, that in the event the Investor owns Conversion Shares (or securities convertible into Conversion Shares) at the time of any such suspension of use of the registration statement, the Company shall use reasonable best efforts to make such registration statement available for the resale of such securities by the Investor as soon as practicable thereafter. The initial Registration Statement shall register with the Commission for resale all of the only 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 (and in any New Registration Statement) as an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and 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 date as of on which the Investor no longer owns any shall have resold all the Registrable Securities covered thereby and no shares of Common Stock remain issuable under the Purchase Agreement (the “Registration Period”). The effective 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 Any time-based requirements set forth in this Agreement shall be extended to the contrary stated herein, in addition to any other remedies available at law next Business Day if the applicable time falls on a weekend 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 applicablefederal holiday.