Common use of Registration Statements Clause in Contracts

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than Filing Deadline, the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount for each 30-day period (or pro rata for any portion thereof) following the Filing Deadline for which no Registration Statement is filed with respect to such Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Purchase Agreement Memorandum (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company Form S-3 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Subject to any SEC comments, such Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required InvestorsStatement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as liquidated damages pursuant to this paragraph determined by each Investor, and shall be paid monthly within three (3) Business Days of after the last day of each 30-day period month following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) Date but no later than sixty (60) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register covering the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale all of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution distribution, substantially in the form and substance attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the such Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than the Investors without the prior written consent of the Required Investors. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. (ii) The Registration Statement referred to in Section 2(a)(i) shall be on Form S-3. If In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on such other form as is available to the Company and (ii) so long as Registrable Securities remain outstanding, promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than forty-five (45) days after the Qualification Date (the “Qualification Deadline”), file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a registration statement on Form S-1) (a “Shelf Registration Statement”) and use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration Statement covering the Registrable Securities is not filed with has been declared effective by the SEC on or prior to the Filing Deadline, the Company will make payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount for each 30-day period (or pro rata for any portion thereof) following the Filing Deadline for which no Registration Statement is filed with respect to such Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashSEC.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than Filing Deadline, the The Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of all of the Registrable SecuritiesSecurities and naming the Holders as a selling stockholder thereunder. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor Holder shall be named as an “underwriter” in the such Registration Statement without the Investorsuch Holder’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Class A 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 Class A Common Stock or other securities for the account of any holder other than the Investors selling stockholder without the prior written consent of the Required InvestorsHolders. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. (ii) The Registration Statement referred to in Section 2(a)(i) shall be on Form S-3. If In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on such other form as is available to the Company and reasonably acceptable to the Required Holders and (ii) so long as Registrable Securities remain outstanding, promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 in accordance with Instruction I.B.3 of Form S-3 to register the Registrable Securities for resale, but in no event more than thirty (30) days after the Qualification Date (the “Qualification Deadline”), file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a registration statement on Form S-1) (a “Shelf Registration Statement”) and use its best efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration Statement covering the Registrable Securities is not filed with has been declared effective by the SEC on or prior SEC. Subject to the Filing DeadlineSection 2(b) hereof, the Company will make payments Holders shall have the right to each Investor, as liquidated damages select one legal counsel to review and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount for each 30-day period (or pro rata for oversee any portion thereof) following the Filing Deadline for which no Registration Statement is filed with respect to such Registrable Securities. The amounts payable as liquidated damages registration pursuant to this paragraph Section 2 (“Legal Counsel”), which shall be paid monthly within three ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP or such other counsel as thereafter designated by the Required Holders. In addition, any Holder may, at such Holder’s expense, retain separate legal counsel to review any disclosure describing such Holder and such Holder’s holdings in any Registration Statement naming such Holder as a selling stockholder thereunder (3) Business Days “Other Counsel”). The Company, Legal Counsel and any Other Counsel shall reasonably cooperate with each other in performing the Company’s obligations under this Agreement. The Company shall pay the fees and expenses of such Legal Counsel arising out of such review up to a maximum amount of $15,000, and the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments Holders shall be made responsible for any fees and expenses relating to each Investor or arising out of any such review by the Legal Counsel in cashexcess of such amount and for any fees and expenses of their respective Other Counsel.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Recapitalization Agreement (the “Closing Date”) but no later than the earlier of (i) thirty (30) days after the Shareholders Meeting and (ii) September 30, 2008 (the earlier of such dates, the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount for each 30-day period (or pro rata for any portion thereof) following the Filing Deadline for which no Registration Statement is filed with respect to such Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. On or prior to sixty (i60) Promptly days following the closing of the purchase and sale of the securities contemplated by Closing Date (as defined in the Purchase Agreement Agreement) (the “Closing Date”) but no later than Filing Deadline”), the Company shall prepare and file with the SEC one a Registration Statement on Form S-3 (or, if the Company Form S-3 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering ) for the resale of the Registrable SecuritiesSecurities pursuant to an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”). Subject to any SEC comments, such Such Shelf Registration Statement shall shall, subject to the limitations of Form S-3, include the plan aggregate amount of distribution Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Shelf Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Exhibit AAnnex A. To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration Statement as required by the Commission and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that no Investor prior to filing such amendment or New Registration Statement, the Company shall be named obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of any liquidated damages that may be required to be paid pursuant to Section 2.1(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as an “underwriter” a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise), and second by Registrable Securities represented by Shares (applied, in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall covercase that some Shares may be registered, to the extent allowable under Holders on a pro rata basis based on the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate total number of additional shares unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to Shares held by such Holders). In the Registrable Securities. Such event the Company amends the Shelf Registration Statement shall not include any shares of Common Stock or other securities for files a New Registration Statement, as the account of any holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement case may be, under clauses (and each amendment i) or supplement thereto, and each request for acceleration of effectiveness thereof(ii) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadlineabove, the Company will make payments use its commercially reasonable efforts to each Investorfile with the SEC, as liquidated damages and promptly as allowed by SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Shelf Registration Statement, as a penaltyamended, in an amount equal to such Investor’s Liquidated Damages Amount for each 30-day period (or pro rata for any portion thereof) following the Filing Deadline for which no New Registration Statement is filed with respect to such Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash“Remainder Registration Statement”).

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than Filing Deadline, the The Company shall use reasonable best efforts to prepare and file within 15 calendar days following the Closing Date a Registration Statement with the SEC one Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register covering the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale all of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the intended plan of distribution attached hereto which shall include all manners of distribution as Exhibit A; provided, however, that no Investor shall be named the Holders may reasonably request and as an “underwriter” in the Registration Statement without the Investor’s prior written consentpermitted by law. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock Ordinary Shares resulting from stock share splits, stock dividends share dividends, share divisions, share combinations, bonus share issuances or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock Ordinary Shares or other securities for the account of any other holder other than the Investors without the prior written consent of the Required Investors. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the 30th calendar day following the Closing Date (the “Filing Deadline”), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1% of the aggregate amount paid pursuant to the Purchase Agreement by such Investor’s Liquidated Damages Amount Investor for such Registrable Securities then held by such Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashcash no later than ten (10) Business Days after the end of each such 30-day period (the “Payment Date”). Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by the Payment Date until such amount is paid in full. (ii) The Company shall use commercially reasonable efforts to register the Registrable Securities on Form F-3 if such form is available for use by the Company; provided, that if at such time the Registration Statement is on Form F-1, the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form F-3 covering the Registrable Securities has been declared effective by the SEC.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by Closing Date (as defined in the Purchase Agreement (the “Closing Date”Agreement) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 F-3 (or, if the Company Form F-3 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities. Subject to any SEC comments, such Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock Ordinary Shares resulting from stock splits, stock dividends or similar transactions with respect to the Initial Registrable Securities. Such The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required InvestorsStatement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor pursuant to the Purchase Agreement for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash. For the avoidance of doubt and as an example only, in the event that the Company files a Registration Statement three days after the Filing Deadline, the Company would be liable for liquidated damages in the amount of US$1,200.00.

Registration Statements. (i) Promptly following By no later than forty-five (45) calendar days after the closing of the purchase and sale of the securities contemplated by the Purchase Agreement Closing Date (the “Closing Date”) but no later than Filing Deadline”), the Company shall prepare and file with the SEC one (1) Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register covering the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale all of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution substantially in the form attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the such Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock Shares 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 Shares or other securities for the account of any holder other than holder. The Company shall not file any other registration statements until the Investors without Registration Statement is declared effective by the SEC, provided that this Section 2(a)(i) shall not prohibit the Company from filing (x) amendments to registration statements filed prior written consent to the date of this Agreement, (y) a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Required Investors. Registration Statement required hereunder, or (z) one (1) or more registration statements on Form S-8 for the registration of the securities underlying its equity incentive plans. (ii) The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereofreferred to in Section 2(a)(i) shall be provided in accordance with Section 3(con Form S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on such other form as is available to the Investors Company and their counsel prior (ii) so long as Registrable Securities remain outstanding, promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to its filing use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than thirty (30) days after the Qualification Date (the “Qualification Deadline”), file a registration statement on Form S-3 covering the Registrable Securities (or other submission. If a post-effective amendment on Form S-3 to a registration statement on Form S-1) (a “Shelf Registration Statement”) and use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration Statement covering the Registrable Securities is not filed with has been declared effective by the SEC on or prior to the Filing Deadline, the Company will make payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount for each 30-day period (or pro rata for any portion thereof) following the Filing Deadline for which no Registration Statement is filed with respect to such Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashSEC.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “First Closing Date”) Date but no later than thirty (30) days after the First Closing Date (the “First Closing Filing Deadline”), the Company shall prepare and file with the SEC one Commission a Registration Statement on Form S-3 covering all of the Registrable Securities issued at the First Closing (or, the “First Closing Registrable Securities”) (except if the Company is not then eligible to use register for resale the First Closing Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). Promptly following the Second Closing Date but no later than thirty (30) days after the Second Closing Date (the “Second Closing Filing Deadline”), the Company shall file with the Commission a Registration Statement on Form S-3 to register the resale covering all of the Registrable Securities issued at the Second Closing (the “Second Closing Registrable Securities, on such form of registration statement as ”) (except if the Company is not then available eligible to effect a registration register for resale of the Second Closing Registrable SecuritiesSecurities on Form S-3, in which case such registration shall be on another appropriate form), covering the resale of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that the Company shall not be required to file such Registration Statement during a Blackout Period. The Company shall (i) use its commercially reasonable efforts to cause each such Registration Statement to be declared effective no Investor later than the Registration Effectiveness Date and (ii) use its commercially reasonable efforts to keep each such Registration Statement effective for a period of three (3) years after the SEC Effective Date or for such shorter period ending on the earlier to occur of: (x) the date on which all Registrable Securities have been transferred other than to a Permitted Assignee and (y) the date as of which all Holders may sell all of the Registrable Securities without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) within a ninety (90) day period (the “Effectiveness Period”); provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(a), or keep such registration effective pursuant to the terms hereunder, in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities laws of such jurisdiction or to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case where it has not already done so. The Company shall be named as an “underwriter” entitled to suspend the effectiveness of a Registration Statement at any time prior to the expiration of the Effectiveness Period during a Blackout Period for the reasons and time periods set forth in the definition thereof. Notwithstanding the foregoing, in the event that the Staff should limit the number of Registrable Securities that may be sold pursuant to such Registration Statement, the Company may remove from such Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional Registrable Securities as specified by the Commission (such Registrable Securities, the “Reduction Securities”) on behalf of all of the holders of Registrable Securities first from the shares of Common Stock resulting issued or issuable upon exercise of the outstanding Warrants, on a pro-rata basis among the holders thereof, and second from stock splitsthe other Registrable Securities on a pro-rata basis among the holders thereof. In such event, stock dividends the Company shall give the applicable holders of Registrable Securities prompt notice of the number of Registrable Securities excluded from such Registration Statement. The Company shall, at the first opportunity that is permitted by the Commission, register for resale the Reduction Securities (pro rata among the Holders of such Reduction Securities) using one or similar transactions more registration statements that it is then entitled to use; provided, however, that the Company shall not be required to register such Reduction Securities during a Blackout Period. The Company shall use its commercially reasonable efforts to cause each such registration statement to be declared effective under the Securities Act as soon as possible, and shall use its commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act during the entire Effectiveness Period. No liquidated damages shall accrue or be payable to any Holder pursuant to Section 3(b) below with respect to any Registrable Securities that are excluded by reason of (i) the Staff limiting the number of Registrable SecuritiesSecurities that may be sold pursuant to a registration statement (provided that the Company continues to use commercially reasonable efforts to register such Reduction Securities for resale by other available means) or (ii) such Holder failing to provide to the Company information concerning the Holder and the manner of distribution of the Holder’s Registrable Securities that is required by SEC Rules to be disclosed in a registration statement utilized in connection with the registration of registrable securities. Such Registration Statement Notwithstanding anything herein to the contrary, if the Commission limits the Company’s ability to file, or prohibits or delays the filing of a new registration statement, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not include be deemed a failure by the Company to use commercially reasonable efforts as set forth above or elsewhere in this Agreement and shall not require the payment of any liquidated damages by the Company under this Agreement. As of the date hereof, at least 21,354,517 shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent are held by non-affiliates of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount for each 30-day period (or pro rata for any portion thereof) following the Filing Deadline for which no Registration Statement is filed with respect to such Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashCompany.

Registration Statements. On or prior to the later of (i) Promptly thirty (30) days following the closing Closing Date and (ii) five (5) Business Days following the filing of the purchase and sale of Company’s audited financial statements for the securities contemplated by the Purchase Agreement year ended December 31, 2024 (the “Closing Date”) but no later than Filing Deadline”), the Company shall prepare and file with the SEC one a Registration Statement on Form S-3 (or, if the Company Form S-3 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering subject to the provisions of Section 2.1(c), for the resale of the Registrable SecuritiesSecurities pursuant to an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”). Subject Such Shelf Registration Statement shall, subject to any the limitations of Form S-3, include the aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” substantially in the form of Annex A (which may be modified to respond to comments, such if any, provided by the SEC). To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall include (i) inform each of the plan Participating Holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration Statement as required by the SEC and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of distribution attached hereto Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as Exhibit Aa secondary offering. In the event the Company amends the Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Shelf Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statement”). In no event shall any Participating Holder be identified as a statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of the SEC or another regulatory agency; provided, however, that no Investor shall if the SEC requests that a Participating Holder be named identified as an “underwriter” a statutory underwriter in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416)Statement, such indeterminate number of additional shares of Common Stock resulting Holder will have an opportunity to withdraw 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 the account of any holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount for each 30-day period (or pro rata for any portion thereof) following the Filing Deadline for which no Registration Statement is filed with respect to such Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashStatement.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) Date but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register covering the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale all of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the such Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than the Investors without the prior written consent of the Required Investors. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If . (ii) So long as Registrable Securities remain outstanding, promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than thirty (30) days after the Qualification Date (the “Qualification Deadline”), the Company shall file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a registration statement on Form S-1) (a “Shelf Registration Statement”) and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration Statement covering the Registrable Securities is not filed with has been declared effective by the SEC on or prior to the Filing Deadline, the Company will make payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount for each 30-day period (or pro rata for any portion thereof) following the Filing Deadline for which no Registration Statement is filed with respect to such Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashSEC.

Registration Statements. (i) Promptly following the final closing date of the purchase and sale of the securities transactions contemplated by the Purchase Agreement (the “Closing Date”) but no later than May 15, 2014 (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 S-1 (or, if the Company Form S-1 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), or a post-effective amendment to a previously filed registration statement on Form S-1, covering the resale of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashcash no later than three (3) Business Days after the end of each 30-day period.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five (45) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 SB-2 (or, if the Company Form SB-2 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities. Subject to any SEC comments, such Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required InvestorsStatement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive sole monetary remedy for such events, events but shall not affect limit the Investors’ right to seek specific performance of the Investors to seek injunctive reliefprovisions hereof. Such payments shall be made to each Investor in cash. (ii) Promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than ten (10) Business Days after the Qualification Date (the “Qualification Deadline”), the Company shall file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to the registration statement on Form SB-2) (a “Shelf Registration Statement”) and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, so long as all of the Investors’ Shares have not been sold pursuant to a Registration Statement prior to such date, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cash. In the event that all of the Investors’ Shares have been sold pursuant to a Registration Statement, the liquidated damages provision in this Section 2(a)(ii) shall be of no further force or effect; provided, however, that no such sale shall affect the right of the Investors to receive liquidated damages accruing prior to such sale.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “First Closing Date”) Date but no later than thirty (30) days after the First Closing Date (the “First Closing Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement covering all of the Registrable Securities issued at the First Closing or issuable upon exercise of securities issued at the First Closing (the “First Closing Registrable Securities”). Each Registration Statement filed hereunder shall be on Form S-3 and for an offering to be made on a continuous basis pursuant to Rule 415 (or, except if the Company is not then eligible to use Form S-3 to register the for resale of the Registrable SecuritiesSecurities on Form S-3, in which case such registration shall be on such another appropriate form in accordance herewith, subject to the provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(d)) and, covering the resale of the Registrable Securities. Subject subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor PDL BioPharma, Inc. shall not be named as an “underwriter” in the such Registration Statement without the InvestorPDL BioPharma, Inc.’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the First Closing Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto) shall be provided in accordance with Section 3(c) to PDL BioPharma, Inc. prior to its filing or other submission. (ii) Promptly following the Second Closing Date but no later than thirty (30) days after the Second Closing Date (the “Second Closing Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement covering all of securities issued at the Second Closing or issuable upon exercise of securities issued at the Second Closing (the “Second Closing Registrable Securities”). Each Registration Statement filed hereunder shall be on Form S-3 and for an offering to be made on a continuous basis pursuant to Rule 415 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(d)) and, subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Purchaser shall be named as an “underwriter” in such Registration Statement without the Purchaser’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Second Closing Registrable Securities. Such Registration Statement (and each request for acceleration of effectiveness thereofamendment or supplement thereto) shall be provided in accordance with Section 3(c) to the Investors and their counsel Purchasers prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount for each 30-day period (or pro rata for any portion thereof) following the Filing Deadline for which no Registration Statement is filed with respect to such Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five (45) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Commission a Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities)S-1, covering the resale of the Registrable Securities. Subject to any SEC Commission comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor Purchaser shall be named as an “underwriter” in the Registration Statement without the InvestorPurchaser’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel Purchasers prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC Commission on or prior to the Filing Deadline, the Company will make pro rata payments to each InvestorPurchaser, as liquidated damages and not as a penalty, in an amount equal to 0.5% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Purchaser for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as filing of the Registration Statement shall terminate the existence of any event giving rise to the payment of liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadlineforegoing sentence. Such payments shall constitute the InvestorsPurchasers’ exclusive monetary remedy for such events, but shall not affect the right of the Investors Purchasers to seek injunctive relief. Such payments shall be made to each Investor Purchaser in cashcash no later than ten (10) days after the end of each 30-day period. Notwithstanding anything else to the contrary contained herein, liquidated damages, if any, payable pursuant to this Section 2(a) shall cease to accrue after the date that is six (6) months after the Closing Date.

Registration Statements. (i) Promptly following i. No later than the closing of Business Day after the purchase and sale of Company has filed its Form 10-K for the securities contemplated by the Purchase Agreement fiscal year ended December 31, 2021 (the “Closing Date”) but no later than Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register covering only the resale of the Registrable SecuritiesSecurities that will be eligible for sale free from any contractual restriction under the Lock-Up Agreement within one (1) year after the Closing pursuant to a customary, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the broad plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in reasonably acceptable to the Registration Statement without the Investor’s prior written consentHolders. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel Holders prior to its filing or other submission. If Further, the Company shall provide a draft of the Registration Statement to the Holder for review at least five (5) Business Days in advance of filing the Registration Statement; provided that, for the avoidance of doubt, in no event shall the Company be required to delay or postpone the filing of such Registration Statement as a result of or in connection with the Holder’s review. The Company will use commercially reasonable efforts to file its Form 10-K for the fiscal year ended December 31, 2021 as promptly as practicable after publicly furnished its earnings release under Item 2.02 of Form 8-K for the fiscal year ended December 31, 2021. ii. The Registration Statement referred to in Section 2(a)(i) shall be an automatic shelf registration statement on Form S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on such other form as is available to the Company and (ii) so long as Registrable Securities remain outstanding, promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than thirty (30) days after the Qualification Date (the “Qualification Deadline”), file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a registration statement on Form S-1) (a “Shelf Registration Statement”) and use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration Statement covering the Registrable Securities is not filed with has been declared effective by the SEC on or prior to the Filing Deadline, the Company will make payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount for each 30-day period (or pro rata for any portion thereof) following the Filing Deadline for which no Registration Statement is filed with respect to such Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashSEC.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) Effective Date but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on Form S-3 a continuous basis pursuant to Rule 415 under the 1933 Act (“Rule 415”) or, if the Company Rule 415 is not then eligible to use Form S-3 to register the resale available for offers and sales of the Registrable Securities, on by such form other means of registration statement distribution of Registrable Securities as is then available to effect a registration for resale of the Registrable SecuritiesInvestors may reasonably specify (the “Initial Registration Statement”), covering the resale of the Registrable Securities. Subject to any SEC comments, such The Initial Registration Statement shall include be on Form S-3 (except if the plan Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions of distribution Section 2(a)(ii) and shall contain (except if otherwise required pursuant to written comments received from the SEC upon review of such Registration Statement) a “Plan of Distribution” substantially in the form attached hereto as Exhibit AA (which may be modified to respond to comments, if any, provided by the SEC); provided, however, that no Investor shall be named as an “underwriter” Underwriter in the such Registration Statement without the Investor’s prior written consent. In the event that the Company is not eligible to register the Registrable Securities on Form S-3 and instead registers the Registrable Securities on another form of registration statement pursuant to the 1933 Act, the Company shall convert or replace such registration statement with a registration statement on Form S-3 promptly following confirmation that the Company becomes eligible to use Form S-3 to register the Registrable Securities. (ii) Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock combinations, 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 the account of any holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount for each 30-day period (or pro rata for any portion thereof) following the Filing Deadline for which no Registration Statement is filed with respect to such Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following The Company agrees that at any time beginning six months after the closing first issuance of the purchase and sale a share of the securities contemplated by the Purchase Agreement Series A Convertible Preferred Stock (the “Closing Original Issue Date”) but no later than Filing Deadline), upon the written request of the Purchaser (a “Demand Registration”), it will file a Registration Statement on Form SB-2 under the 1933 Act covering the resale of the number of shares of Registrable Securities specified in such request; provided that the Company shall prepare not be required to file more than four Registration Statements that become effective and file with remain effective for the SEC one period specified in Section 3(a); and provided further that promptly following any date on which the Company becomes eligible to use a Registration Statement on Form S-3 (orto register Registrable Securities for resale, if but in no event more than 20 days after such date, the Company is not then eligible to use shall file a shelf Registration Statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to register the resale of the Registrable Securities, on such form of registration statement as is any then available to effect a registration for resale of the Registrable Securities), covering the resale of the Registrable Securities. Subject to any SEC comments, effective Registration Statement) and shall cause such Registration Statement to be declared effective as soon as possible thereafter, but in any event by the 90th day following the date on which the Company files such Form S-3. The Registration Statement shall include contain (except if otherwise required pursuant to written comments received from the plan SEC upon a review of distribution such Registration Statement) the “Plan of Distribution” attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Annex A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares The “Selling Stockholders” and “Plan of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent Distribution” sections of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) and any risk factor contained in such document that addresses specifically this transaction or the selling stockholders, shall be provided in accordance with Section 3(c) to the Investors and their counsel Holders prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount for each 30-day period (or pro rata for any portion thereof) following the Filing Deadline for which no Registration Statement is filed with respect to such Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company Form S-3 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the Shares and the Warrant Shares. Subject to any SEC comments, such Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) Date but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register covering the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale all of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution distribution, substantially in the form and substance attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the such Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than of securities of the Investors Company without the prior written consent of the Required Investors. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. (ii) The Registration Statement referred to in Section 2(a)(i) shall be on Form S-3. If In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on such other form as is available to the Company and (ii) so long as Registrable Securities remain outstanding, promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than thirty (30) days after the Qualification Date (the “Qualification Deadline”), file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a registration statement on Form S-1) (a “Shelf Registration Statement”) and use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration Statement covering the Registrable Securities is not filed with has been declared effective by the SEC on or prior to the Filing Deadline, the Company will make payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount for each 30-day period (or pro rata for any portion thereof) following the Filing Deadline for which no Registration Statement is filed with respect to such Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashSEC.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company Form S-3 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Purchasers’ consent), covering the resale of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than the Investors without the prior written consent of the Required InvestorsPurchasers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Purchasers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, other than as a result of a failure of the Purchasers to comply with their obligations set forth in Section 5 hereof, the Company will make pro rata payments to each InvestorPurchaser, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Purchaser pursuant to the Purchase Agreement for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the InvestorsPurchasers’ exclusive monetary remedy for such events, but shall not affect the right of the Investors Purchasers to seek injunctive relief. Such payments shall be made to each Investor Purchaser in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) Date but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register covering the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale all of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution distribution, substantially in the form and substance attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the such Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than of securities of the Investors Company without the prior written consent of the Required Investors. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. (ii) The Registration Statement referred to in Section 2(a)(i) shall be on Form S-3. If In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on such other form as is available to the Company and (ii) so long as Registrable Securities remain outstanding, promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than forty-five (45) days after the Qualification Date (the “Qualification Deadline”), file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a registration statement on Form S-1) (a “Shelf Registration Statement”) and use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration Statement covering the Registrable Securities is not filed with has been declared effective by the SEC on or prior to the Filing Deadline, the Company will make payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount for each 30-day period (or pro rata for any portion thereof) following the Filing Deadline for which no Registration Statement is filed with respect to such Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashSEC.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 S-1 (or, if the Company Form S-1 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashcash no later than three (3) Business Days after the end of each 30-day period.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five (45) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Commission a Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities)S-1, covering the resale of the Registrable Securities. Subject to any SEC Commission comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor Purchaser shall be named as an “underwriter” in the Registration Statement without the InvestorPurchaser’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel Purchasers prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC Commission on or prior to the Filing Deadline, the Company will make pro rata payments to each InvestorPurchaser, as liquidated damages and not as a penalty, in an amount equal to 0.5% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Purchaser for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as filing of the Registration Statement shall terminate the existence of any event giving rise to the payment of liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadlineforegoing sentence. Such payments shall constitute the InvestorsPurchasers’ exclusive monetary remedy for such events, but shall not affect the right of the Investors Purchasers to seek injunctive relief. Such payments shall be made to each Investor Purchaser in cashcash no later than ten (10) days after the end of each 30-day period. Notwithstanding anything else to the contrary contained herein, liquidated damages, if any, payable pursuant to this Section 2(a) shall cease to accrue after the date on which the Registrable Securities may be sold by the Purchasers without restriction pursuant to Rule 144.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) Date but no later than fifteen (15) Business Days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of all of the Registrable Securities. Subject to any SEC commentsSecurities which, such Registration Statement shall include for the plan avoidance of distribution attached hereto as Exhibit A; provideddoubt, however, that no Investor shall be named as an “underwriter” in may also register the Registration Statement without the Investor’s prior written consentsale of primary securities. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required Investors. The Upon request, such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the fifth Business Day following the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashcash no later than five (5) Business Days after the end of each 30-day period (the “Payment Date”). Interest shall accrue at the rate of 5% per annum on any such liquidated damages payments that shall not be paid by the Payment Date until such amount is paid in full. (ii) The Company shall take commercially reasonable efforts to register the Registrable Securities on Form S-3 following the date such form is available for use by the Company, provided that if at such time the Registration Statement is on Form S-1, the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

Registration Statements. (i) Promptly following On or before the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than Filing Deadline, the Company shall prepare and file with the SEC SEC, subject to Section 2(a)(ii) below, one Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities)S-1, covering the resale of all of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor No Purchaser shall be named as an “underwriter” in the Registration Statement without the InvestorPurchaser’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than the Investors without the prior written consent of the Required InvestorsPurchasers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Purchasers and their counsel prior to its filing or other submission. Such Registration Statement, except for information provided by a Purchaser or any transferee of a Purchaser, 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 statement therein, in light of the circumstances under which they were made, not misleading. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the earlier to the Filing Deadline, the Company will make pro rata payments to each InvestorPurchaser, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Purchaser for each the first 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities and 1.5% of the aggregate amount invested by such Purchaser for each 30-day period thereafter or pro rata for any portion thereof for which no Registration Statement is filed with respect to the Registrable Securities; provided, that the maximum pro rata payments to the Purchasers shall not exceed 10.0% of the aggregate amount invested by such Purchaser. The amounts payable as If the Company fails to pay any partial liquidated damages pursuant to this paragraph shall Section in full within seven (7) 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 monthly within three (3by applicable law) Business Days of to the last day of each 30-day period following Purchasers, accruing daily from the Filing Deadlinedate such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. Such payments shall constitute the InvestorsPurchasers’ exclusive monetary remedy for such events, but shall not affect the right of the Investors Purchasers to seek injunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “First Closing Date”) Date but no later than thirty (30) days after the First Closing Date (the “First Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company Form S-3 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities in an amount at least equal to the Conversion Shares issuable upon conversion of the Initial Shares and exercise of the Warrants (the “Initial Registrable Securities”). Subject to any SEC comments, such Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement Statement; provided, however, that the Company shall not be entitled to include any shares of Common Stock or other securities for the account issuable upon conversion of its outstanding Convertible Debentures and any holder other than the Investors without the prior written consent of the Required Investorspayment-in-kind interest thereon. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Initial Registrable Securities is not filed with the SEC on or prior to the First Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the First Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive sole monetary remedy for such events, events but shall not affect limit the Investors’ right to seek specific performance of the Investors to seek injunctive reliefprovisions hereof. Such payments shall be made to each Investor in cash. (ii) Promptly following the Second Closing Date but no later than thirty (30) days after the Second Closing Date (the “Second Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities in an amount at least equal to the Conversion Shares issuable upon conversion of the Remaining Shares (the “Remaining Registrable Securities”). Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act (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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall be entitled to include shares of Common Stock issuable upon conversion of its outstanding Convertible Debentures and any payment-in-kind interest thereon. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and one counsel designated by the Investors prior to its filing or other submission. If a Registration Statement covering the Remaining Registrable Securities is not filed with the SEC on or prior to the Second Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Second Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than five (5) Business Days after the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 (the “S-1 Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement a “shelf” registration statement covering all Registrable Securities for a secondary or resale offering to be made on a continuous basis pursuant to Rule 415. Such registration statement shall be on Form S-3 S-1 (or, if the Company is not then eligible to use Form S-3 to register the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of the Registrable Securities. Subject to any SEC comments, such “S-1 Registration Statement Statement”) and shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. A. Such S-1 Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such S-1 Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than the Investors without the prior written consent of the Required Investors, except for shares of Common Stock held by the Company’s stockholders having “piggyback” registration rights expressly set forth in registration rights agreements entered into by the Company prior to the date hereof. The A copy of the initial filing of the Registration Statement (and each pre-effective amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submissionfiling. If a the S-1 Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the S-1 Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no the S-1 Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments Payments to be made pursuant to this Section 2(a)(i) shall be made to each Investor due and payable immediately upon demand in cashimmediately available cash funds. The parties agree that the liquidated damages provided for in this Section 2(a)(i) represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Investors if the S-1 Registration Statement is not filed by the S-1 Filing Deadline.

Registration Statements. The Company has filed with the Commission a registration statement, and an amendment or amendments thereto, on Form S-1 (i) Promptly following File No. 333-259394), including any related prospectus or prospectuses, which registration statement was declared effective on ____, 2022, for the closing registration of the purchase and sale of certain securities of the securities contemplated Company, including the Closing Shares and Over-Allotment Shares under the Securities Act, and the rules and regulations of the Commission promulgated thereunder. Such registration statement, including amendments thereto (including post effective amendments thereto) and all documents and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise at the Purchase Agreement time of effectiveness thereof (the “Closing DateEffective Time”) but no later than Filing Deadline), the Company shall prepare exhibits and file with any schedules thereto at the SEC one Effective Time or thereafter during the period of effectiveness and the documents and information otherwise deemed to be a part thereof or included therein by the Securities Act or otherwise pursuant to the Rules and Regulations at the Effective Time or thereafter during the period of effectiveness, is herein called the “Registration Statement on Form S-3 (or, if Statement.” If the Company is not then eligible to use Form S-3 to register the resale of the Registrable Securities, on such form of has filed or files an abbreviated registration statement as is then available pursuant to effect a registration for resale of Rule 462(b) under the Registrable SecuritiesSecurities Act (the “Rule 462 Registration Statement”), covering then any reference herein to the resale of the Registrable Securities. Subject to any SEC comments, such term Registration Statement shall include such Rule 462 Registration Statement. Any preliminary prospectus included in the plan Registration Statement or filed with the Commission pursuant to Rule 424(a) under the Securities Act is hereinafter called a “Preliminary Prospectus.” The Preliminary Prospectus relating to the Securities that was included in the Registration Statement immediately prior to the pricing of distribution attached hereto the offering contemplated hereby is hereinafter called the “Pricing Prospectus.” The Company is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus covering the Securities, which includes the information permitted to be omitted therefrom at the Effective Time by Rule 430A under the Securities Act. Such final prospectus, as Exhibit A; providedso filed, howeveris hereinafter called the “Final Prospectus.” Each of the Final Prospectus, that no Investor the Pricing Prospectus and any preliminary prospectus in the form in which they were included in the Registration Statement or filed with the Commission pursuant to Rule 424 under the Securities Act is hereinafter called a “Prospectus.” Reference made herein to any Preliminary Prospectus, the Pricing Prospectus or to the Prospectus shall be named deemed to refer to and include any documents incorporated by reference therein. Any reference in this Agreement to the Registration Statement, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein (the “Incorporated Documents”) pursuant to the Registration Statement, and the rules and regulations of the Commission promulgated thereunder, on or before the date of this Agreement, or the issue date of the Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as an the case may be; and any reference in this Agreement to the terms “underwriteramend,” “amendment” or “supplement” with respect to the Registration Statement, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and any other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement without Statement, the Investor’s prior written consent. Such Registration Statement also shall coverPreliminary Prospectus, to the extent allowable under Pricing Prospectus or the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement Prospectus (and each amendment or supplement thereto, and each request for acceleration all other references of effectiveness thereoflike import) shall be provided deemed to mean and include all such financial statements and schedules and any other information which is or is deemed to be incorporated by reference in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing DeadlineStatement, the Company will make payments to each InvestorPreliminary Prospectus, the Pricing Prospectus or the Prospectus, as liquidated damages and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount for each 30-day period (or pro rata for any portion thereof) following the Filing Deadline for which no Registration Statement is filed with respect to such Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashcase may be.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company Form S-3 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the number of Shares plus the number of shares of Common Stock necessary to permit the exercise in full of the Warrants and the Placement Agent Warrants. Subject to any SEC comments, such Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such The Company shall use commercially reasonable efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement shall not include any (other than with respect to those shares of Common Stock or other securities for the account underlying warrants previously issued to R▇▇▇ ▇▇▇▇ & Co and any of any holder other than the Investors without the prior written consent R▇▇▇ ▇▇▇▇ & Co.’s transferees of the Required Investorssuch warrants, which shall be covered by such Registration Statement). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Investors, the Placement Agent and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as parties agree that the Company will not be liable for any liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days in respect of the last day of each 30-day period following Warrants or the Filing DeadlinePlacement Agent Warrants. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five (45) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 SB-2 (or, if the Company Form SB-2 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities. Subject to any SEC comments, such Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required InvestorsStatement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive sole monetary remedy for such events, events but shall not affect limit the Investors’ right to seek specific performance of the Investors to seek injunctive reliefprovisions hereof. Such payments shall be made to each Investor in cash. (ii) Promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than ten (10) Business Days after the Qualification Date (the “Qualification Deadline”), the Company shall file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to the registration statement on Form SB-2) (a “Shelf Registration Statement”) and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, so long as such Investors’ Shares have not been sold pursuant to a Registration Statement prior to such date, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cash. In the event that all of any particular Investor’s Shares have been sold pursuant to a Registration Statement, the liquidated damages provision in this Section 2(a)(ii) shall be of no further force or effect with respect to such Investor; provided, however, that no such sale shall affect the right of the Investors to receive liquidated damages accruing prior to such sale.

Registration Statements. (i) Promptly following the closing termination of the purchase and sale of the securities contemplated by the Purchase Agreement Tender Offer (the “Closing Date”) but no later than the earlier of (i) thirty (30) days after the Closing Date or (ii) 60 days after the closing of the transactions contemplated by the Exercise Agreement (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities)S-1, covering the resale of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit AB; provided, however, that that, subject to Section 2(d), no Investor Purchaser shall be named as an “underwriter” in the Registration Statement without the InvestorPurchaser’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than the Investors Registrable Securities without the prior written consent of the Required InvestorsPurchasers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Purchasers and their counsel prior to its filing or other submission; provided, that no such amendments or supplements made solely to update the Registration Statement after its effectiveness with a filing made under the Exchange Act need be provided to any Purchaser. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each InvestorPurchaser, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount paid by such Investor’s Liquidated Damages Amount Purchaser to exercise its Old Warrants for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the InvestorsPurchasers’ exclusive monetary remedy for such events, but shall not affect the right of the Investors Purchasers to seek injunctive relief. Such payments shall be made to each Investor Purchaser in cashcash no later than three (3) Business Days after the end of each 30-day period.

Registration Statements. As soon as reasonably practicable following (i) Promptly following the closing of the purchase and sale of the securities contemplated by Closing (as defined in the Purchase Agreement (the “Closing Date”) Agreement), but no later than thirty (30) days after the Closing (the “Shares Filing Deadline”), the Company shall prepare and file with the SEC one a Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), “Shares Registration Statement”) covering the resale of the Registrable Securities. Subject to any Shares and (ii) the Shareholder Approval Date, but no later than thirty (30) days after the Shareholder Approval Date (the “Warrant Shares Filing Deadline” and, together with the Shares Filing Deadline, each a “Filing Deadline”), the Company shall prepare and file with the SEC comments, such a Registration Statement shall include on Form S-3 (the plan “Warrant Shares Registration Statement” and, together with the Shares Registration Statement, each a “Registration Statement”) covering the resale of distribution attached hereto as Exhibit Athe Warrant Shares; provided, however, that no Investor if and to the extent that the Shares and the Warrant Shares may be included in a single Registration Statement in accordance with the Securities Act and the rules and regulations promulgated thereunder, the Company shall be named as an “underwriter” include the Shares and the Warrant Shares in the Shares Registration Statement without the Investor’s prior written consent. Such and shall file such Registration Statement in accordance with the terms and time periods applicable to such Shares Registration Statement. The Registration Statement(s) also shall cover, to the extent allowable under the 1933 Securities Act and the rules and regulations promulgated thereunder (including Rule 416)thereunder, 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 the account of any holder other than the Investors without the prior written consent of the Required InvestorsShares. The Registration Statement Statement(s) (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the applicable Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to one percent (1.0%) of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the applicable Filing Deadline for which no Registration Statement is filed with respect to such Registrable Securities. The amounts payable as ; provided, however, that the aggregate amount of such liquidated damages payable to each Investor, together with the amount of any liquidated damages previously paid pursuant to any provision of this paragraph Agreement, shall be paid monthly within three under no circumstances exceed twelve percent (312%) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for aggregate amount invested by such events, but shall not affect the right of the Investors to seek injunctive reliefInvestor. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than Sixty (60) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 SB-2 (or, if the Company Form SB-2 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the number of Shares plus the number of shares of Common Stock necessary to permit the exercise in full of the Warrants. Subject to any SEC comments, such Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Investor and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make payments payment to each the Investor, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made in partial compensation to each Investor in cashthe Investor, and shall not constitute the Investor’s exclusive remedy for such events.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Initial Purchase Agreement (the “Closing Date”) but no later than ninety days (90) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 F-3 (or, if the Company Form F-3 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of the Registrable SecuritiesSecurities in the United States. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock Shares 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 Shares or other securities for the account of any other holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 2.0% of the aggregate Purchase Price (as defined in the applicable Purchase Agreement) paid by the Investor pursuant to the applicable Purchase Agreement for the Registrable Securities by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashcash no later than three (3) Business Days after the end of each such 30-day period.

Registration Statements. 3.1.1 At any time after the date that is ninety (i90) Promptly days immediately following the closing date the Common Stock is issued pursuant to the Subscription Agreement, Investor may request registration of the purchase Registrable Securities with the SEC, which request will specify the number of Registrable Securities intended to be offered and sale sold and the intended method of disposition of such Registrable Securities, provided that if such request is made with respect to less than all of the securities contemplated Registrable Securities then held by the Purchase Agreement (the “Closing Date”) but no later than Filing DeadlineInvestor, the Company shall prepare and file with the SEC one not be obligated to effect an Initial Registration Statement pursuant to this paragraph more than once within any ninety (90) day period. Such registration shall be on Form S-3 (the “Initial Registration Statement”) (except if the Company is ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form) and the Company shall file the Initial Registration Statement as soon as reasonably practicable, but in no event later than thirty (30) days following receipt of such request. The Company shall effect the registration, qualifications and compliances (including, without limitation, the execution of any required undertaking to file post-effective amendments, appropriate qualifications or exemptions under applicable blue sky or other state securities laws and appropriate compliance with applicable securities laws, requirements or regulations) as promptly as practicable after the filing thereof. The Company shall replace any Initial Registration Statement at or before expiration with a successor effective registration statement on Form S-3 (except if the Company is ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form) to the extent the Investor holds any Registrable Securities. In the event the SEC informs the Company that all of the Registrable Securities intended to be registered on such Initial Registration Statement cannot, as a result of the application of SEC Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (a) inform Investor or its transferees that are holders of Registrable Securities under this Agreement and that have agreed to the provisions of this Agreement (Investor and such other transferees, each a “Holder”), (b) use its reasonable efforts to file amendments to the Initial Registration Statement as required by the SEC and/or (c) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of such Registrable Securities permitted to be registered by the SEC, on Form S-3 or, if the Company is not then eligible to use Form S-3 ineligible to register the for resale of the Registrable SecuritiesSecurities on Form S-3, on such other form of registration statement as is then available to effect a registration register for resale of the Registrable Securities), covering the resale of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto Securities as Exhibit Aa secondary offering; provided, however, that no Investor prior to filing such amendment or New Registration Statement, the Company shall be named as an “underwriter” in obligated to use reasonable efforts to advocate with the Registration Statement without SEC for the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number registration of additional shares all of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such In the event the Company amends the Initial Registration Statement shall not include any shares of Common Stock or other securities for files a New Registration Statement, as the account of any holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement case may be, under clauses (and each amendment b) or supplement thereto, and each request for acceleration of effectiveness thereof(c) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadlineabove, the Company will make payments use its reasonable efforts to each Investorfile with the SEC, as liquidated damages promptly as allowed by the SEC, one or more registration statements on Form S-3 or, if the Company is ineligible to register for resale the Registrable Securities on Form S-3, such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). 3.1.2 At any time and not as a penalty, in an amount equal from time to such Investor’s Liquidated Damages Amount for each 30-day period (or pro rata for time while any portion thereof) following the Filing Deadline for which no Registration Statement is filed in effect, any Holder or group of Holders, as the case may be (each, in such case, a “Takedown Holder”) with Registrable Securities included on such Registration Statement may request to sell all or any portion of its Registrable Securities included thereon in a Public Offering, including an Underwritten Shelf Takedown, that is registered pursuant to such Registration Statement (a “Shelf Takedown”). Any requests for a Shelf Takedown pursuant to this Section 3.1.2 shall be made by giving prior written notice to the Company (a “Shelf Takedown Request”). The Shelf Takedown Request shall specify the approximate number of Registrable Securities to be sold in the Shelf Takedown. Notwithstanding anything to the contrary set forth herein, the Company shall be obligated to effect more than three Underwritten Shelf Takedowns, and shall not be obligated to effect any Underwritten Shelf Takedown unless the anticipated gross proceeds of such underwritten offering is not less than three million dollars ($3,000,000) (unless the Holders are proposing to sell all of their remaining Registrable Securities). 3.1.3 Promptly upon receipt of a Shelf Takedown Request for any Underwritten Shelf Takedown, the Company shall give written notice of the requested Shelf Takedown (the “Shelf Takedown Offer Notice”) to all other Holders with Registrable Securities included on such Shelf Registration Statement and, subject to the provisions of Section 3.1.7 hereof, shall include in the Shelf Takedown all Registrable Securities with respect to such Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly which the Company has received written requests for inclusion therein within three (3) Business Days business days after the date the Shelf Takedown Offer Notice is given. The request of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors any Holder (including any Takedown Holder) to seek injunctive relief. Such payments participate in an Underwritten Shelf Takedown shall be made to each Investor binding on such Holder. The Company shall, as promptly as reasonably practicable (and in cash.any event within ten

Registration Statements. (iA) Promptly following the closing of Proposal Date, and in no event later than thirty (30) days after the purchase and sale of the securities contemplated by the Purchase Agreement Proposal Date (the “Closing Date”) but no later than "Filing Deadline"), the Company shall prepare and file with the SEC one a Registration Statement on Form S-3 (or, if the Company Form S-3 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of the Conversion Shares and the Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. In connection with the second Registration Statement referred to above, the Company may avail itself of Rule 429 under the ▇▇▇▇ ▇▇▇. (B) Subject to any SEC comments, such each Registration Statement filed pursuant to Section 2(a)(i) shall include the plan of distribution attached hereto as Exhibit AA. Each such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities to which such Registration Statement relates. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Required Investors; provided, however, that no Investor the Company shall have the right to include (i) the PIPEs Securities and (ii) the shares of Common Stock issued to ▇▇▇▇ or which ▇▇▇▇ may have the right to acquire as compensation for ▇▇▇▇'▇ services to the Company in connection with the transactions contemplated by the Purchase Agreement and the PIPEs Agreement. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be named as an “underwriter” provided in accordance with Section 3(c) to the Investors and/or their counsel prior to its filing or other submission. If the Registration Statement without covering the Conversion Shares and the Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities is not filed with the SEC on or prior to the Filing Deadline for such Registrable Securities, the Company will make pro rata payments to each Investor’s prior , as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by such Investor for the Registrable Securities included in the applicable Registration Statement for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which the applicable Registration Statement is not filed with respect to the applicable Registrable Securities. Such payments shall constitute the Investors' exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash. (ii) Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Conversion Price (as defined in the Notes) or in the Warrant Price (as defined in the Warrants) such that additional shares of Common Stock become issuable upon the conversion of the Notes or the exercise of the Warrants (the "Additional Shares"), the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 or amend the relevant Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Additional Shares, subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable SecuritiesAdditional Shares. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than the Investors without the prior written consent of the Required Investors; provided, however, that the Company shall have the right to include (i) the PIPEs Securities and (ii) the shares of Common Stock issued to ▇▇▇▇ or which ▇▇▇▇ may have the right to acquire as compensation for ▇▇▇▇'▇ services to the Company in connection with the transactions contemplated by the Purchase Agreement and the PIPEs Agreement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and and/or their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC on within thirty (30) days of the request of any Investor or prior to upon the Filing Deadlineoccurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor with respect to the securities giving rise to the issuance of such Additional Shares for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to such Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing DeadlineAdditional Shares. Such payments shall constitute the Investors’ ' exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC Commission one Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register the resale of the Registrable Securities, on or such other form of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesCompany), covering the resale of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Purchaser and their one counsel of its choice prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC Commission on or prior to the Filing Deadline, the Company will make payments to each InvestorPurchaser, as liquidated damages and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount 1.0% of the aggregate amount invested by Purchaser for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as filing of the Registration Statement shall terminate the existence of any event giving rise to the payment of liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadlineforegoing sentence. Such payments shall constitute the Investors’ Purchaser’s exclusive monetary remedy for such events, but shall not affect the right of the Investors Purchaser to seek injunctive relief. Such payments shall be made to Purchaser in cash no later than ten (10) days after the end of each Investor in cash30-day period. Notwithstanding anything else to the contrary contained herein, liquidated damages, if any, payable pursuant to this Section 2(a) shall cease to accrue after the date that is six (6) months after the Closing Date.

Registration Statements. On November 8, 2013, the Company prepared and filed with the SEC a Registration Statement on Form S-3 (i) Promptly following No. 333-192216), for an offering to be made on a continuous basis pursuant to Rule 415 under the closing of the purchase and sale of the securities contemplated by the Purchase Agreement Securities Act (the “Closing DateInitial Shelf Registration Statement”) but no later than Filing Deadlineof the Initially Registered Securities. On or prior to May 8, 2015, the Company shall prepare and file with the SEC one an additional Registration Statement on Form S-3 (or, if the Company Form S-3 is not then eligible available to use Form S-3 the Company, on such form of registration statement as is then available to register the effect a registration for resale of the Exchange Registrable Securities) for an offering of the Exchange Registrable Securities (which shall include the number of unsold Initially Registered Securities, which may be deregistered from the Initial Shelf Registration Statement upon the effectiveness of such additional Registration Statement) to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Exchange Additional Shelf Registration Statement”). Promptly following the Requisite Stockholder Approval, the Company shall prepare and file with the SEC an additional Registration Statement on Form S-3 (or, if Form S-3 is not available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities) for an offering of all Registrable Securities (which shall include the number of unsold Initially Registered Securities and Exchange Registrable Securities, each of which may be deregistered from the Exchange Additional Shelf Registration Statement upon the effectiveness of such additional Registration Statement) to be made on a continuous basis pursuant to Rule 415 under the Securities Act (together with the Exchange Additional Shelf Registration Statement, the “Additional Shelf Registration Statements”). The Additional Shelf Registration Statement(s) shall include the aggregate amount of Registrable Securities, covering as applicable, to be registered therein and the resale intended methods of distribution thereof, subject to the limitations of Form S-3. To the extent the rules and regulations of the Commission do not permit the Additional Shelf Registration Statement(s) to include all of the Registrable Securities. Subject , as applicable, the Company shall use its best efforts to any SEC comments, register the maximum amount permitted by the Commission and those Registrable Securities required to be omitted from such Additional Shelf Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereofStatement(s) shall be provided determined in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount for each 30-day period (or pro rata for any portion thereof) following the Filing Deadline for which no Registration Statement is filed with respect to such Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days sole discretion of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashPrincipal Purchasers.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Subscription Agreement (the “Closing Date”) but no later than ninety (90) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register the resale of the Registrable Securities, on or such other form of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesCompany), covering the resale of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Purchaser and their one counsel of its choice prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make payments (in cash or in shares of Common Stock at $0.40 per Share at the Purchaser’s option) to each InvestorPurchaser, as liquidated damages and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount 0.025% of the aggregate amount invested by Purchaser for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as filing of the Registration Statement shall terminate the existence of any event giving rise to the payment of liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadlineforegoing sentence. Such payments shall constitute the Investors’ Purchaser’s exclusive monetary remedy for such events, but shall not affect the right of the Investors Purchaser to seek injunctive relief. Such payments shall be made to Purchaser in cash no later than ten (10) days after the end of each Investor in cash30-day period.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “First Closing Date”) Date but no later than sixty (60) calendar days after the Closing Date (the “First Closing Filing Deadline”), the Company shall prepare and use commercially reasonable efforts to file with the SEC one Commission a Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register the resale covering all of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of Securities issued at the First Closing (the “First Closing Registrable Securities”), covering the resale of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that the Company shall not be required to file such Registration Statement during a Blackout Period. Promptly following the Second Closing Date but no Investor later than sixty (60) calendar days after the Closing Date (the “Second Closing Filing Deadline”), the Company shall use commercially reasonable efforts to file with the Commission a Registration Statement covering all of the Registrable Securities issued at the Second Closing (the “Second Closing Registrable Securities”); provided, however, that the Company shall not be required to file such Registration Statement during a Blackout Period. The Company shall (i) use its commercially reasonable efforts to cause such Registration Statement to be declared effective no later than the Registration Effectiveness Deadline and (ii) use its commercially reasonable efforts to keep each such Registration Statement effective for a period of twelve (12) months after the SEC Effective Date or for such shorter period ending on the earlier to occur of: (x) the date on which all Registrable Securities have been transferred other than to a Permitted Assignee and (y) the date as of which all Holders may sell all of the Registrable Securities without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) (the “Effectiveness Period”); provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(a), or keep such registration effective pursuant to the terms hereunder, in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities laws of such jurisdiction or to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case where it has not already done so. The Company shall notify the Purchasers by e-mail as promptly as practicable, and in any event, within forty-eight (48) hours, after any Registration Statement is declared effective and shall simultaneously provide the Purchasers with access to a copy of any related prospectus to be used in connection with the sale or other disposition of the securities covered thereby. The Company shall be entitled to suspend the effectiveness of a Registration Statement at any time prior to the expiration of the Effectiveness Period during a Blackout Period for the reasons and time periods set forth in the definition thereof. After the SEC Effective Date, any Holder whose securities were registered pursuant to a Registration Statement may at any time and from time to time request in writing to sell pursuant to a prospectus or a prospectus supplement Registrable Securities of such Holder available for sale pursuant to the Registration Statement. If the Company is not in a Blackout Period, the Company shall use its commercially reasonable efforts to, not later than the fifth Trading Day after the receipt of such notice cause to be filed the prospectus or a prospectus supplement; provided any request for a prospectus supplement may be withdrawn by the initiating Holder prior to the filing thereof. If the Company is in a Blackout Period during the time such request is made, the Company shall use its commercially reasonable efforts to, not later than the fifth Trading Day after the cessation of the Blackout Period to cause to be filed the prospectus or a prospectus supplement; provided any request for a prospectus supplement may be withdrawn by the initiating Holder prior to the filing thereof. Notwithstanding the foregoing, in the event that the Staff does not permit the registration of any Registrable Securities, or otherwise limits the number of Registrable Securities that may be sold pursuant to such Registration Statement, or any successor registration statement, by virtue of the Commission informing the Company that (i) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (ii) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (iii) a Holder of any Registrable Securities must be named as an “underwriter” underwriter and such Holder does not consent to be so named in such Registration Statement, then the Company may remove from such Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional Registrable Securities as specified by the Commission (such Registrable Securities, the “Cut-Back Shares”) on behalf of all of the holders of Registrable Securities from the shares of Common Stock resulting from stock splitsissued, stock dividends or similar transactions with respect on a pro-rata basis among the holders thereof and shall be applied first to any of the Registrable Securities. Such Registration Statement Securities of such Purchaser as such Purchaser shall not include designate, unless otherwise required pursuant to Commission Guidance or any shares other restrictions or limitations on the registration and resale of Common Stock the Registrable Securities required by the Commission (“Commission Restrictions”), or other securities the Purchasers otherwise agree; provided, however that the Company has used commercially reasonable efforts to advocate with the Commission (x) for the account registration of any holder other than the Investors without the prior written consent all of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided Registrable Securities in accordance with Section 3(cthe Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09), and (y) to that the Investors and their counsel prior to its filing or other submission. If a offering contemplated by such Registration Statement covering is a valid secondary offering and not an offering “by or on behalf of the Registrable Securities issuer” as defined in Rule 415 and that none of the Purchasers is not filed with the SEC on or prior to the Filing Deadlinean “underwriter”. In such event, the Company will make payments to each Investorshall give the applicable holders of Registrable Securities prompt notice of the number of Cut-Back Shares excluded from such Registration Statement. The Company shall, as liquidated damages and not as a penaltyat the first opportunity that is permitted by the Commission, in an amount equal to such Investor’s Liquidated Damages Amount register for each 30resale the Cut-day period Back Shares (or pro rata for any portion thereofamong the Holders of such Cut-Back Shares) following using one or more registration statements that it is then entitled to use; provided, however, that the Filing Deadline for which no Registration Statement is filed with respect Company shall not be required to register such Registrable SecuritiesCut-Back Shares during a Blackout Period. The amounts payable Company shall use its commercially reasonable efforts to cause each such registration statement to be declared effective under the Securities Act as liquidated damages pursuant soon as possible, and shall use its commercially reasonable efforts to this paragraph shall be paid monthly within three (3) Business Days of keep such registration statement continuously effective under the last day of each 30-day period following Securities Act during the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashentire Effectiveness Period.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) Date but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register covering the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale all of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the such Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than the Investors without the prior written consent of the Required Investors. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. (ii) The Registration Statement referred to in Section 2(a)(i) shall be on Form S-3. If In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on such other form as is available to the Company and (ii) so long as Registrable Securities remain outstanding, promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than thirty (30) days after the Qualification Date (the “Qualification Deadline”), file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a registration statement on Form S-1) (a “Shelf Registration Statement”) and use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration Statement covering the Registrable Securities is not filed with has been declared effective by the SEC on or prior to the Filing Deadline, the Company will make payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount for each 30-day period (or pro rata for any portion thereof) following the Filing Deadline for which no Registration Statement is filed with respect to such Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashSEC.

Registration Statements. (i) Promptly No later than the thirtieth (30th) day immediately following the date of the closing (the “Closing Date”) of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 SB-2 (or, if the Company Form SB-2 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the number of Shares plus the Warrant Shares. Subject to any SEC comments, such Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such The Company shall use its commercially reasonable efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required InvestorsStatement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If Subject to the limitation set forth in Section 2(d), if a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make payments payment to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid by such Investor’s Liquidated Damages Amount Investor pursuant to the Purchase Agreement for each 30-day period (or a pro rata payment for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing 2.1.1 At any time after May 6, 2025, Investor may request registration of the purchase Registrable Securities with the SEC, which request will specify the number of Registrable Securities intended to be offered and sale sold and the intended method of disposition of such Registrable Securities, provided that if such request is made with respect to less than all of the securities contemplated Registrable Securities then held by the Purchase Agreement (the “Closing Date”) but no later than Filing DeadlineInvestor, the Company shall prepare and file with the SEC one not be obligated to effect an Initial Registration Statement pursuant to this paragraph more than once within any ninety (90) day period. Such registration shall be on Form S-3 (the “Initial Registration Statement”) (except if the Company is ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form) and the Company shall file the Initial Registration Statement as soon as reasonably practicable, but in no event later than thirty (30) days following receipt of such request. The Company shall effect the registration, qualifications and compliances (including, without limitation, the execution of any required undertaking to file post-effective amendments, appropriate qualifications or exemptions under applicable blue sky or other state securities laws and appropriate compliance with applicable securities laws, requirements or regulations) as promptly as practicable after the filing thereof. The Company shall replace any Initial Registration Statement at or before expiration with a successor effective registration statement on Form S-3 (except if the Company is ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form) to the extent the Investor holds any Registrable Securities. In the event the SEC informs the Company that all of the Registrable Securities intended to be registered on such Initial Registration Statement cannot, as a result of the application of SEC Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (a) inform Investor or its transferees that are holders of Registrable Securities under this Agreement and that have agreed to the provisions of this Agreement (Investor and such other transferees, each a “Holder”), (b) use its reasonable efforts to file amendments to the Initial Registration Statement as required by the SEC and/or (c) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of such Registrable Securities permitted to be registered by the SEC, on Form S-3 or, if the Company is not then eligible ineligible to register for resale the Registrable Securities on Form S-3, such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use Form S-3 reasonable efforts to register advocate with the resale SEC for the registration of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale all of the Registrable Securities. Subject In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (b) or (c) above, the Company will use its reasonable efforts to file with the SEC, as promptly as allowed by the SEC, one or more registration statements on Form S-3 or, if the Company is ineligible to register for resale the Registrable Securities on Form S-3, such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). 2.1.2 At any SEC commentstime and from time to time while any Registration Statement is in effect, any Holder or group of Holders, as the case may be (each, in such case, a “Takedown Holder”) with Registrable Securities included on such Registration Statement may request to sell all or any portion of its Registrable Securities included thereon in a Public Offering, including an Underwritten Shelf Takedown, that is registered pursuant to such Registration Statement (a “Shelf Takedown”). Any requests for a Shelf Takedown pursuant to this Section 2.1.2 shall be made by giving prior written notice to the Company (a “Shelf Takedown Request”). The Shelf Takedown Request shall specify the approximate number of Registrable Securities to be sold in the Shelf Takedown. Notwithstanding anything to the contrary set forth herein, the Company shall be obligated to effect more than three Underwritten Shelf Takedowns, and shall not be obligated to effect any Underwritten Shelf Takedown unless the anticipated gross proceeds of such underwritten offering is not less than three million dollars ($3,000,000) (unless the Holders are proposing to sell all of their remaining Registrable Securities). 2.1.3 Promptly upon receipt of a Shelf Takedown Request for any Underwritten Shelf Takedown, the Company shall give written notice of the requested Shelf Takedown (the “Shelf Takedown Offer Notice”) to all other Holders with Registrable Securities included on such Shelf Registration Statement and, subject to the provisions of Section 2.1.7 hereof, shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions Shelf Takedown all Registrable Securities with respect to which the Registrable SecuritiesCompany has received written requests for inclusion therein within three (3) business days after the date the Shelf Takedown Offer Notice is given. Such Registration Statement The request of any Holder (including any Takedown Holder) to participate in an Underwritten Shelf Takedown shall be binding on such Holder. The Company shall, as promptly as reasonably practicable (and in any event within ten (10) business days after the receipt of a Shelf Takedown Request), use reasonable efforts to facilitate such Shelf Takedown. Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Takedown Offer Notice and shall not include any shares of Common Stock disclose or other securities for use the account of any holder other than the Investors information contained in such Shelf Takedown Offer Notice without the prior written consent of the Required InvestorsCompany or until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. Notwithstanding the foregoing, if such Shelf Takedown involves an Underwritten Public Offering, no Holder may participate in any Shelf Takedown unless such Holder agrees to sell their Registrable Securities to the underwriters (if any) selected as provided in Section 2.1.6 on the same terms and conditions as apply to the Takedown Holders. 2.1.4 Notwithstanding the foregoing, if any Takedown Holder(s) whose Registrable Securities are included in the Shelf Registration Statement wish to engage in a Block Sale, then notwithstanding the foregoing time periods, such Takedown Holder(s) shall notify the Company and the other Holders of the Block Sale two (2) full business days prior to the date such offering is to commence, and such other Holders must elect whether or not to participate by the next business day (i.e., one (1) business day prior to the date such offering is to commence), and the Company shall as promptly as reasonably practicable use reasonable efforts to facilitate such offering (which may close as early as two (2) business days after the date it commences). 2.1.5 The Company may, upon giving prompt written notice of such action to the Holders of Registrable Securities registered (or proposed to be registered) thereunder, defer or suspend the continued use of a Registration Statement (a “Shelf Suspension”) for a period of up to ninety (90) days if (A) the Board determines in good faith that the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed or planned material financing, material acquisition, corporate reorganization, offer or sale of securities or other similar material transaction involving the Company or any of its subsidiaries, or (B) (i) upon advice of counsel for the Company, the sale of Registrable Securities pursuant to the Shelf Takedown Request would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and each amendment (ii) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure of such non-public material information would have a material adverse effect on the Company or the Company’s ability to consummate such transaction. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above; provided, that the Company may defer or suspend the continued use of a particular Registration Statement pursuant to this Section 2.1.5 no more than twice in any twelve (12) month period, and for no more than ninety (90) days in the aggregate during any twelve (12) month period. The Company shall promptly notify the Holders of Registrable Securities registered (or proposed to be registered) pursuant to the applicable Registration Statement in writing upon the termination of any Shelf Suspension, and shall, as promptly as reasonably practicable, amend or supplement theretoany applicable prospectus, and each request for acceleration if necessary, so it does not contain any untrue statement or omission. 2.1.6 In connection with any Underwritten Public Offering conducted pursuant to this Section 2.1, the Holders of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering majority of the Registrable Securities is not filed with to be included in such offering shall have the SEC on right to (i) determine the plan of distribution and (ii) select the investment banker or prior bankers and managers to administer the Filing Deadlineoffering, including the lead managing underwriter. 2.1.7 If the managing underwriters of a proposed Underwritten Shelf Takedown advise the Company in writing that in their opinion the number of securities requested to be included in such Underwritten Shelf Takedown creates a substantial risk that the price per share of securities offered thereby will be reduced, the Company will make payments include in such Underwritten Shelf Takedown all registrable securities requested to each Investor, as liquidated damages and not as a penaltybe sold by Holders which, in an amount equal to such Investor’s Liquidated Damages Amount for each 30-day period the opinion of the managing underwriters, can be sold without having the adverse effect described above (or allocated, if necessary, on a pro rata for basis based on the total number of Registrable Securities held by such Holders). 2.1.8 All Registration Expenses incurred in connection with any portion thereof) following the Filing Deadline for which no Registration Statement is filed with respect to such Registrable Securities. The amounts payable as liquidated damages registration, qualification, exemption or compliance pursuant to this paragraph Section 2.1 shall be paid monthly within three (3) Business Days borne by the Company. All Selling Expenses relating to the sale of securities registered by or on behalf of each Holder shall be borne by such Holder on the basis of the last day number of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashsecurities so registered.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “"Closing Date”") but no later than thirty (30) days after the Closing Date (the "Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 S-2 (or, if the Company Form S-2 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the Shares and the Warrant Shares. Subject to any SEC comments, such Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required InvestorsStatement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive ' sole monetary remedy for such events, events but shall not affect limit the Investors' right to seek specific performance of the Investors to seek injunctive reliefprovisions hereof. Such payments shall be made to each Investor in cash. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form S-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares")) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within 30 days of the request of any Investor or within 30 days of the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall constitute the Investors' sole monetary remedy for such events but shall not limit the Investors' right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cash. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than ten (10) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall constitute the Investors' sole monetary remedy for such events but shall not limit the Investors' right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “"Closing Date”") but no later than thirty (30) days after the Closing Date (the "Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 SB-2 (or, if the Company Form SB-2 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the sum of (A) the number of Conversion Shares into which the Notes are convertible, (B) the number of Warrant Shares for which the Warrants are exercisable and (C) the number of shares of Common Stock the Company reasonably believes it may issue as Payment Shares. Subject to any SEC comments, such Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. EXHIBIT A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required InvestorsStatement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ ' exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following No later than sixty (60) calendar days after the closing first date on which Shares are issued upon the conversion of the purchase and sale shares of the securities contemplated by the Purchase Agreement Series D Convertible Redeemable Preferred Stock (the “Closing Date”) but no later than Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of all of the Registrable SecuritiesSecurities which, for the avoidance of doubt, may also register the sale or issuance of primary securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provideddistribution, however, that no Investor shall be named as an “underwriter” substantially in the Registration Statement without the Investor’s prior written consentform and substance set forth in Exhibit A hereto. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the 10th Business Day following the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1% of the aggregate amount paid pursuant to the Purchase Agreement by such Investor’s Liquidated Damages Amount Investor for such Registrable Securities then held by such Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashcash no later than five (5) Business Days after the end of each 30-day period (the “Payment Date”). Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by the Payment Date until such amount is paid in full. (ii) The Company shall take reasonable efforts to register the Registrable Securities on Form S-3 if such form is available for use by the Company, provided that if at such time the Registration Statement is on Form S-1, the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “"Closing Date”") but no later than ten (10) days after the Closing Date (the "Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company Form S-3 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of the Registrable Securities. Subject Securities in an amount at least equal to any SEC comments, such Registration Statement shall include the plan number of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” Shares plus the number of shares of Common Stock necessary to permit the exercise in full of the Registration Statement without the Investor’s prior written consentWarrants. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that, for any Person who has not waived his, her or its piggyback registration rights with respect to the Registration Statement, all of the shares for which such Person has piggyback registration rights may be included in any Registration Statement shall not include any shares of Common Stock or other securities for filed to cover the account of any holder other than the Investors without the prior written consent resale of the Required InvestorsAdditional Shares. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ ' exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities Notes contemplated by the Purchase Agreement (the “Closing Date”) (but no later than Filing Deadlinethirty (30) days after the Closing Date), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company Form S-3 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), subject to the Investor’s consent) covering the resale of the Registrable Securities. Subject Securities in an amount equal to 130% of the number of shares of Common Stock necessary to permit the conversion in full of the Notes (without regard to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consentlimitations on beneficial ownership contained therein). Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules 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 Except for 250,000 shares of Common Stock or other underlying warrants issued to Southpoint Master Fund LP, no securities for shall be included in the account of any holder Registration Statement other than the Investors Registrable Securities without the prior written consent of the Required InvestorsInvestors holding a majority of the Registrable Securities (on an as-converted basis), which consent shall not be unreasonably withheld. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Investor and their its counsel prior to its filing or other submission. In the event any Registrable Securities are not covered by the Registration Statement, the Company shall promptly amend such Registration Statement or prepare and file with the SEC a new Registration Statement in accordance with the terms hereof in order to cause such Registrable Securities to be covered by a Registration Statement. If a the Registration Statement covering the Registrable Securities is not filed with within 30 days following the SEC on or prior to the Filing DeadlineClosing Date, then the Company will make pro-rata payments to each Investor, the Purchasers as liquidated damages and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount 2% of the sum of the aggregate principal amount then outstanding under the Notes for each 30-day period month (or pro rata for any portion thereof) following such 30th day during which such Registration Statement has not yet been filed. Each such payment shall be due and payable within five (5) days of the Filing Deadline for which no end of each month (or ending portion thereof) until such Registration Statement is filed with respect to such Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive reliefso filed. Such payments shall be made in partial compensation to each Investor in cashthe Purchasers, and shall not constitute the Purchasers’ exclusive remedy for such events.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Purchase Agreement Memorandum (the “Closing Date”) but no later than sixty (60) days after an S-1 Registration Statement covering the Company’s registration obligations with respect to Company securities sold in 2008 and 2009 is declared effective by the SEC (the “S- 1 Registration Statement”) or, within 60 days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company Form S-3 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the Shares and the Warrant Shares. Subject to any SEC comments, such Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as liquidated damages pursuant to this paragraph determined by each Investor, and shall be paid monthly within three (3) Business Days of after the last day of each 30-day period month following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following No later than 45 days from the closing date of the purchase and sale of the securities contemplated by the Purchase this Agreement (the “Closing Date”) but no later than Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities)S-1, covering the resale of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor No Purchaser shall be named as an “underwriter” in the Registration Statement without the InvestorPurchaser’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than the Investors without the prior written consent of the Required InvestorsPurchasers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Purchasers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each InvestorPurchaser, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Purchaser for each the first 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days Securities and 1.5% of the last day of aggregate amount invested by such Purchaser for each 30-day period following thereafter or pro rata for any portion thereof for which no Registration Statement is filed with respect to the Filing DeadlineRegistrable Securities; provided, that the maximum pro rata payments to the Purchasers shall not exceed 18.0% of the aggregate amount invested by such Purchaser. Such payments shall constitute the InvestorsPurchasers’ exclusive monetary remedy for such events, but shall not affect the right of the Investors Purchasers to seek injunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. No later than the earlier of (i) Promptly following two (2) Business Days after the closing of the purchase Amendment Effective Date and sale of the securities contemplated by the Purchase Agreement (ii) December 15, 2008 (the earlier of such dates, the “Closing Date”) but no later than Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 S-1 (or, if the Company Form S-1 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to the Company to effect a registration for resale of the Registrable Securities), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the Conversion Shares and the Warrant Shares. Subject to any SEC comments, such Registration Statement shall include the plan of distribution substantially in the form attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than the Investors without the prior written consent of the Required Investors; provided, however, that the Registration Statement may include the Antidilution Shares. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.. In addition, this Side Letter Agreement shall also serve to make the following changes to the Purchase Agreement dated June 25, 2008 by and between the Company and each Holder:

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 S-1 (or, if the Company Form S-1 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash. (iii) S-3 Qualification. Promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than thirty (30) days after the Qualification Date (the “Qualification Deadline”), the Company shall file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to the registration statement on Form S-1) (a “Shelf Registration Statement”) and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid by such Investor pursuant to the Purchase Agreement attributable to those Registrable Securities that remain unsold at that time for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “"Closing Date”) "), but in no event later than ninety (90) days following the Closing Date (such earlier date, the "Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company Form S-3 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Investors' consent), covering the resale of all of the Registrable Securities. Subject Securities without regard to any SEC comments, such Registration Statement shall include limitation on the plan exercise of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without Warrants issued on the Investor’s prior written consentClosing Date. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such The Company shall use its reasonable best efforts to obtain from each person who has piggyback registration rights a waiver of those rights with respect to the Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required InvestorsStatement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 3010-day period (or pro rata for any portion thereof) thereof following the Filing Deadline date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to such the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. The amounts payable as liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States, and amounts payable as liquidated damages shall be paid monthly within three two (32) Business Days of the last day of each 30such 10-day period following during which the Filing Deadline. Such payments shall constitute Registration Statement should have been filed for which no Registration Statement was filed with respect to the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashRegistrable Securities.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) Date but no later than thirty (30) calendar days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one a Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register covering the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale all of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provideddistribution, however, that no Investor shall be named as an “underwriter” substantially in the Registration Statement without form and substance, set forth in Part III of the Investor’s prior written consentSelling Stockholder Questionnaire. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than the Investors without the prior written consent of the Required Investors. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1% of the aggregate amount paid pursuant to the Purchase Agreement by such Investor’s Liquidated Damages Amount Investor for such Registrable Securities then held by such Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashcash no later than five (5) Business Days after the end of each such 30-day period (the “Payment Date”). Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by the Payment Date until such amount is paid in full. (ii) The Company shall take reasonable efforts to register the Registrable Securities on Form S-3 if such form is available for use by the Company, provided that if at such time the Registration Statement is on Form S-1, the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) Effective Date but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one a Registration Statement covering the resale of all of the Registrable Securities that are not covered by the Existing Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 under the 1933 Act (“Rule 415”) or, if Rule 415 is not available for offers and sales of such Registrable Securities, by such other means of distribution of such Registrable Securities as the Investors may reasonably specify. Such Registration Statement shall be on Form S-3 (or, except if the Company is not then eligible to use Form S-3 ineligible to register the for resale of the Registrable SecuritiesSecurities on Form S-3, in which case such registration shall be on such other form of registration statement as is then available to effect a registration register for resale of the Registrable Securities), covering Securities as a secondary offering) subject to the resale provisions of Section 2(a)(ii) and shall contain (except if otherwise required pursuant to written comments received from the Registrable Securities. Subject to any SEC comments, upon review of such Registration Statement shall include Statement) a “Plan of Distribution” substantially in the plan of distribution form attached hereto as Exhibit AA (which may be modified to respond to comments, if any, provided by the SEC); provided, however, that no Investor shall be named as an “underwriter” Underwriter in the any Registration Statement without the Investor’s prior written consent. In the event that the Company is not eligible to register the Registrable Securities on Form S-3 and instead registers the Registrable Securities on another form of registration statement pursuant to the 1933 Act, the Company shall convert or replace such registration statement with a registration statement on Form S-3 promptly following confirmation that the Company becomes eligible to use Form S-3 to register the Registrable Securities. (ii) Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock combinations, 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 the account of any holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a . (iii) Unless the SEC does not so permit or otherwise directed by the Investors, each Registration Statement covering filed pursuant to this Section 2(a) shall include a combined prospectus for the resale of the Registrable Securities is not registered by such Registration Statement, the Existing Registration Statement and any other Registration Statement previously filed with the SEC on or prior hereunder, and shall be deemed a post-effective amendment to the Filing Deadline, the Company will make payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount for each 30-day period (or pro rata for any portion thereof) following the Filing Deadline for which no Existing Registration Statement is or, other previously filed Registration Statement in accordance with respect to such Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of Rule 429 under the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashSecurities Act.

Registration Statements. i. Upon the earlier of (i) Promptly March 15, 2024 and (ii) the first Business Day following the closing of date that the purchase and sale of Company files its Annual Report on Form 10-K for the securities contemplated by the Purchase Agreement fiscal year ended December 31, 2023 (the “Closing Date”) but no later than Filing Deadline”), the Company shall prepare and file with the SEC Securities and Exchange Commission (the “SEC”) one (1) Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register covering the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale all of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than the Investors without the prior written consent of the Required InvestorsPurchasers. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel Purchasers prior to its filing or other submission. ii. The Registration Statement referred to in Section 2(a)(i) shall be on Form S-3; provided that if the Company has and maintains at any time an effective Registration Statement on Form S-3ASR that provides for the resale of an unlimited number of securities by selling stockholders (a “Company Registration Shelf”), then the Company shall not be obligated to effect, or to take any action to effect, a registration pursuant to Section 2(a), and instead shall file with the SEC a “final” prospectus supplement to its Company Registration Shelf covering the resale of the Registrable Securities by the Purchasers (the “Final Prospectus”) prior to the Filing Deadline. The Final Prospectus shall include the information required under Item 507 of Regulation S-K of the Securities Act, which information shall be provided by the Purchasers. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on such other form as is available to the Company and (ii) so long as Registrable Securities remain outstanding, promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than sixty (60) days after the Qualification Date (the “Qualification Deadline”), the Company shall file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a registration statement on Form S-1) (a “Shelf Registration Statement”); provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration Statement covering the Registrable Securities is not filed with has been declared effective by the SEC on or prior to the Filing Deadline, the Company will make payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount for each 30-day period (or pro rata for any portion thereof) following the Filing Deadline for which no Registration Statement is filed with respect to such Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashSEC.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than 60 days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities)S-1, covering the resale of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor No Purchaser shall be named as an “underwriter” in the Registration Statement without the InvestorPurchaser’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than the Investors without the prior written consent of the Required InvestorsPurchasers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Purchasers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each InvestorPurchaser, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Purchaser for each the first 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days Securities and 1.5% of the last day of aggregate amount invested by such Purchaser for each 30-day period following thereafter or pro rata for any portion thereof for which no Registration Statement is filed with respect to the Filing DeadlineRegistrable Securities; provided, that the maximum pro rata payments to the Purchasers shall not exceed 10.0% of the aggregate amount invested by such Purchaser. Such payments shall constitute the InvestorsPurchasers’ exclusive monetary remedy for such events, but shall not affect the right of the Investors Purchasers to seek injunctive relief. Such payments shall be made to each Investor Purchaser in cashcash no later than three (3) Business Days after the end of each 30-day period.

Registration Statements. (i) Promptly following On or prior to the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than Filing Deadline, the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company Form S-3 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of all of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashcash no later than three (3) Business Days after the end of each such 30-day period. Notwithstanding anything herein or in the Purchase Agreement to the contrary, (i) in no event shall the aggregate liquidated damages payable pursuant to this Agreement exceed in the aggregate ten percent (10%) of the aggregate purchase price of the Shares paid to the Investors pursuant to the Purchase Agreement.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) ), but no later than Filing three months after the Closing Date (the “Deadline”), the Company shall prepare prepare, file and file cause to be effective with the SEC one a Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities)S-1, covering the resale or sale of the Required Registration Amount of Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor Buyer shall be named as an “underwriter” in the Registration Statement without the Investor’s Buyers’ prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than the Investors without the prior written consent of the Required InvestorsBuyers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c2(c) to the Investors Buyers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Deadline (the "Filing DeadlineFailure"), the Company will make pro rata payments to each InvestorBuyer, as liquidated damages and not as a penalty, in an amount equal to 1.00% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Buyer for each 3020-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the InvestorsBuyers’ exclusive monetary remedy for such events, but shall not affect the right of the Investors Buyers to seek injunctive relief. Such payments shall be made to each Investor Buyer in cashcash on the day of the Filing Failure and thereafter on the earlier of (I) the thirtieth day after the Filing Failure has occurred and (II) the third Business Day after the Filing Failure is cured.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) Date but no later than the earlier of (A) the later of (x) thirty (30) days after the Closing Date or (y) fifteen (15) days after the Cleansing Disclosure (or, if the Company’s financial statements available at such time do not comply with Rule 3-12(b) of Regulation S-X, within three (3) Business Days after the Company files its Annual Report on Form 10-K for the year ended December 31, 2020), or (B) one hundred twenty (120) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register covering the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale all of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the such Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than of securities of the Investors Company without the prior written consent of the Required Investors. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. (ii) The Registration Statement referred to in Section 2(a)(i) shall be on Form S-3. If In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on such other form as is available to the Company and (ii) so long as Registrable Securities remain outstanding, promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than forty-five (45) days after the Qualification Date (the “Qualification Deadline”), file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a registration statement on Form S-1) (a “Shelf Registration Statement”) and use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration Statement covering the Registrable Securities is not filed with has been declared effective by the SEC on or prior to the Filing Deadline, the Company will make payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount for each 30-day period (or pro rata for any portion thereof) following the Filing Deadline for which no Registration Statement is filed with respect to such Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashSEC.

Registration Statements. (i) Promptly following Upon the closing written request of the purchase and sale of the securities contemplated by the Purchase Agreement Required Purchasers (the a “Closing DateDemand Registration Request”) but no later than Filing Deadline), at any time on or after April 15, 2012, the Company shall prepare and file with the SEC one Registration Statement on Form S-3 S-1 (or, if unless the Company is not then eligible to use Form S-3 to register the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration Securities for resale of the Registrable Securitieson Form S-1, in which case such registration shall be on another appropriate form in accordance herewith), covering the resale of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the a plan of distribution attached hereto as Exhibit Aprovided by the Purchaser; provided, however, that no Investor Purchaser shall be named as an “underwriter” in the Registration Statement without the InvestorPurchaser’s prior written consentconsent (and if a Purchaser is required to be named as an underwriter for such Purchaser’s Registrable Securities to be included in the Registration Statement, unless the Purchaser so consents, the Company shall not be obligated to include such Registrable Securities in such Registration Statement). Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than the Investors without the prior written consent of the Required InvestorsPurchasers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Purchasers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to 90th day after delivery of the Demand Registration Request (the “Filing Deadline”) , the Company will make pro rata payments to each InvestorPurchaser, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Purchaser to purchase the Registrable Securities to be included in such registration for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the InvestorsPurchasers’ exclusive monetary remedy for such events, but shall not affect the right of the Investors Purchasers to seek injunctive relief. Such payments shall be made to each Investor Purchaser in cashcash no later than three (3) Business Days after the end of each 30-day period.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “"Closing Date”") but no later than thirty (30) days after the Closing Date (the "Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company Form S-3 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' reasonable consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the Conversion Shares and the Warrant Shares. Subject to any SEC comments, such Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required InvestorsStatement. The Company shall provide the Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submissionsubmission in accordance with the timing provisions of Section 3(c). If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ ' exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash. (ii) Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Conversion Price (as defined in the Debentures) or the Warrant Price (as defined in the Warrants) such that additional shares of Common Stock become issuable upon the conversion of the Debentures or the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent, which consent shall not be unreasonably withheld) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Company shall provide the Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) to the Investors and their counsel prior to its filing or other submission in accordance with the timing provisions of Section 3(c). If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following No later than forty-five (45) calendar days after the closing of the purchase and sale of the securities contemplated by the Purchase Agreement Closing Date (the “Closing Date”) but no later than Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of all of the Registrable SecuritiesSecurities which, for the avoidance of doubt, may also register the sale or issuance of primary securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution distribution, substantially in the form and substance attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Annex A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock Ordinary Shares 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 the account of any holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1% of the aggregate amount paid pursuant to the Purchase Agreement by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashcash no later than five (5) Business Days after the end of each such 30-day period (the “Payment Date”). Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by the Payment Date until such amount is paid in full. (ii) The Company shall take reasonable efforts to register the Registrable Securities on Form S-3 if such form is available for use by the Company, provided that if at such time the Registration Statement is on Form S-1, the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by Initial Closing Date (as defined in the Purchase Agreement (the “Closing Date”) Agreement), but no later than 45 days after the Initial Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 SB-2 (or, if the Company Form SB-2 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the Conversion Shares and the Warrant Shares. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly No later than sixty (60) days following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement Closing Date (the “Closing Date”) but no later than "Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities)S-1, covering the resale of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution substantially as attached hereto as Exhibit A; provided, however, that A and no Investor Purchaser shall be named as an “"underwriter” " in the Registration Statement without the Investor’s Purchaser's prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than the Investors Registrable Securities without the prior written consent of the Required InvestorsPurchasers, not to be unreasonably withheld. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Purchasers and their counsel to the Purchasers under the Purchase Agreement prior to its filing or other submission; provided, that no such amendments or supplements made solely to update the Registration Statement after its effectiveness with a filing made under the Exchange Act need be provided to any Purchaser. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each InvestorPurchaser, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount paid by such Investor’s Liquidated Damages Amount Purchaser pursuant to the Purchase Agreement attributable to those Registrable Securities that remain unsold at that time for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ Purchasers' exclusive monetary remedy for such events, but shall not affect the right of the Investors Purchasers to seek injunctive relief. Such payments shall be made to each Investor Purchaser in cashcash no later than three (3) Business Days after the end of each 30-day period. (ii) S-3 Qualification. Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to the registration statement on Form S-1) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Purchaser, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid by such Purchaser pursuant to the Purchase Agreement attributable to those Registrable Securities that remain unsold at that time for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Purchasers' exclusive monetary remedy for such events, but shall not affect the right of the Purchasers to seek injunctive relief. Such payments shall be made to each Purchaser in cash no later than three (3) Business Days after the end of each 30-day period.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five (45) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 SB-2 (or, if the Company Form SB-2 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of one hundred and ten (110%) percent of the resale of the Registrable Securities. Subject to any SEC comments, such Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement shall not include any except such persons who currently own shares of Common Stock or other securities for covered by an effective registration statement under the account of any holder other than the Investors without the prior written consent of the Required Investors1933 Act. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant Such payments shall be in partial compensation to this paragraph the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash and shall be paid monthly within three (3) Business Days of after the last day of each 30-day period month following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company Form S-3 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the number of Shares. Subject to any SEC comments, such Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required InvestorsStatement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 2.0% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash. Notwithstanding anything herein to the contrary, in no event shall the Company pay liquidated damages in excess of 10% arising from the provisions of this section 2(a)(i). (ii) Promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than ten (10) days after the Qualification Date (the “Qualification Deadline”), the Company shall file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to the registration statement on Form SB-2) (a “Shelf Registration Statement”) and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “"Closing Date”") but no later than thirty (30) days after the Closing Date (the "Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 SB-2 (or, if the Company Form SB-2 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the maximum number of Registrable Securities then issuable (assuming that the Debentures remain outstanding until maturity and that all interest accrued thereon is paid in the form of Interest Shares). Subject to any SEC comments, such Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement shall not include any shares of Common Stock or other securities for Statement, excluding the account of any holder other than the Investors without the prior written consent of the Required Other Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ ' exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash. (ii) Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Conversion Price (as defined in the Debentures) or the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the conversion of the Debentures or the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement, excluding the Other Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than ten (10) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form SB-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement Convertible Note (the “"Closing Date”") but no later than ninety (90) days after the Closing Date (the "Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 F-1 (or, if the Company is not then eligible to use Form S-3 to register the resale of the Registrable Securities, or on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale sale of the Registrable SecuritiesSecurities on their issuance in an amount at least equal to the number of Shares that the Company may issue at the current conversion price of $30.00 per Share. Subject to any SEC comments, such Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required InvestorsStatement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their Investors' counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.00% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash. Notwithstanding the foregoing, such payments shall not constitute the Investor's exclusive remedy. (ii) F-3 Qualification. Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form F-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than sixty (60) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form F-3 covering the Registrable Securities (or a post-effective amendment on Form F-3 to the registration statement on Form F-1) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company Form S-3 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the Shares and the Warrant Shares. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five (45) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company Form S-3 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities. Subject to any SEC comments, such Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than the earlier of (i) the fourteenth (14th) day after the filing by the Company of its Annual Report on Form 10-KSB with the SEC or (ii) April 30, 2006 (the earlier of such dates, the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 SB-2 (or, if the Company is not then eligible to use Form S-3 to register the resale of the Registrable Securities, or on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the Conversion Shares and the Warrant Shares. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by First Closing (as defined in the Purchase Agreement (the “Closing Date”) but no later than thirty (30) days after the First Closing (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company Form S-3 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the Shares and the Warrant Shares. Subject to any SEC comments, such Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consentsubject to any SEC comments thereon. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required InvestorsStatement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing Closing Date but no later than fifteen (15) days after the date of the purchase and sale of the securities contemplated by the Purchase this Agreement (the “Closing Date”) but no later than Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register covering the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale all of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the such Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than the Investors without the prior written consent of the Required Investors. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If . (ii) So long as Registrable Securities remain outstanding, promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than thirty (30) days after the Qualification Date (the “Qualification Deadline”), the Company shall file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a registration statement on Form S-1) (a “Shelf Registration Statement”) and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration Statement covering the Registrable Securities is not filed with has been declared effective by the SEC on or prior to the Filing Deadline, the Company will make payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount for each 30-day period (or pro rata for any portion thereof) following the Filing Deadline for which no Registration Statement is filed with respect to such Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashSEC.

Registration Statements. (i) Promptly following the closing Closing Date but no later than thirty (30) days after the date of the purchase and sale of the securities contemplated by the Purchase this Agreement (the “Closing Date”) but no later than Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register covering the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale all of the Registrable Securities. Subject to any SEC comments, such Registration Statement (and any Registration Statement filed pursuant to Section 2(a)(ii)) shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the such Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such . (ii) So long as Registrable Securities remain outstanding, promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than sixty (60) days after the Qualification Date (the “Qualification Deadline”), the Company shall file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a registration statement on Form S-1) (a “Shelf Registration Statement”) and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter; provided that the Company shall not include any shares of Common Stock or other securities for maintain the account of any holder other than the Investors without the prior written consent effectiveness of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided then in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If effect until such time as a Shelf Registration Statement covering the Registrable Securities is not filed with has been declared effective by the SEC on or prior to the Filing Deadline, the Company will make payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount for each 30-day period (or pro rata for any portion thereof) following the Filing Deadline for which no Registration Statement is filed with respect to such Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashSEC.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) Date but no later than thirty (30) calendar days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of all of the Registrable SecuritiesSecurities which, for the avoidance of doubt, may also register the sale or issuance of primary securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provideddistribution, however, that no Investor shall be named as an “underwriter” substantially in the Registration Statement without the form and substance, set forth in Part III of each Investor’s prior written consentSelling Stockholder Notice and Questionnaire. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1% of the aggregate amount paid pursuant to the Purchase Agreement by such Investor’s Liquidated Damages Amount Investor for such Registrable Securities then held by such Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashcash no later than five (5) Business Days after the end of each such 30-day period (the “Payment Date”). Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by the Payment Date until such amount is paid in full. Notwithstanding the foregoing, the Company will not be liable for any liquidated damages under this Section 2(a)(i) with respect to any Warrant Shares prior to the issuance. (ii) The Company shall take reasonable efforts to register the Registrable Securities on Form S-3 if such form is available for use by the Company, provided that if at such time the Registration Statement is on Form S-1, the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 S-2 (or, if the Company Form S-2 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the Shares and the Warrant Shares. Subject to any SEC comments, such Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required InvestorsStatement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form S-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”), subject to the Required Investors’ consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten (10) Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash. (iii) Promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than ten (10) days after the Qualification Date (the “Qualification Deadline”), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a “Shelf Registration Statement”) and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities shares of Common Stock and Warrants contemplated by the Purchase Agreement (the “Closing Date”) but no later than Filing DeadlineApril 2, 2002, the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company Form S-3 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Investors’ consent), covering the resale of the Registrable Securities. Subject Securities in an amount at least equal to any SEC comments, such Registration Statement shall include the plan number of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” shares of Common Stock issued to the Investors on the Closing Date plus the number of shares of Common Stock necessary to permit the exercise in full of the Registration Statement without the Investor’s prior written consentWarrants. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required InvestorsStatement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadlinebefore April 2, 2002, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount paid by such Investor’s Liquidated Damages Amount Investor on the Closing Date to the Company for each any 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashcash or, at the option of such Investor, in additional fully paid and non-assessable shares of Common Stock not later than three Business Days following the end of each 30-day period. For this purpose, each share of Common Stock shall be deemed to have a value equal to the arithmetic mean of the Closing Prices for the ten (10) trading days beginning twenty (20) trading days prior to the issuance of such shares.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than ninety (90) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company Form S-3 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor Purchaser shall be named as an “underwriter” in the Registration Statement without the InvestorPurchaser’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than the Investors without the prior written consent of the Required InvestorsPurchasers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Purchasers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each InvestorPurchaser, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Purchaser for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the InvestorsPurchasers’ exclusive monetary remedy for such events, but shall not affect the right of the Investors Purchasers to seek injunctive relief. Such payments shall be made to each Investor Purchaser in cashcash no later than three (3) Business Days after the end of each 30-day period.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities Notes contemplated by the Purchase Agreement (the “Closing Date”) (but no later than Filing Deadlinethirty (30) days after the Closing Date), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company Form S-3 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), subject to the Investor’s consent) covering the resale of the Registrable Securities. Subject Securities in an amount equal to 130% of the number of shares of Common Stock necessary to permit the conversion in full of the Notes (without regard to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consentlimitations on beneficial ownership contained therein). Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules 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 Except for 250,000 shares of Common Stock or other underlying warrants issued to Southpoint Master Fund LP, no securities for shall be included in the account of any holder Registration Statement other than the Investors Registrable Securities without the prior written consent of the Required InvestorsInvestors holding a majority of the Registrable Securities (on an as-converted basis), which consent shall not be unreasonably withheld. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Investor and their its counsel prior to its filing or other submission. In the event any Registrable Securities are not covered by the Registration Statement, the Company shall promptly amend such Registration Statement or prepare and file with the SEC a new Registration Statement in accordance with the terms hereof in order to cause such Registrable Securities to be covered by a Registration Statement. If a the Registration Statement covering the Registrable Securities is not filed with within 30 days following the SEC on or prior to the Filing DeadlineClosing Date, then the Company will make pro-rata payments to each Investor, the Purchasers as liquidated damages and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount 2% of the sum of the aggregate principal amount then outstanding under the Notes for each 30-day period month (or pro rata for any portion thereof) following such 30th day during which such Registration Statement has not yet been filed (such damages not to exceed 36% in aggregate). Each such payment shall be due and payable within five (5) days of the Filing Deadline for which no end of each month (or ending portion thereof) until such Registration Statement is filed with respect to such Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive reliefso filed. Such payments shall be made in partial compensation to each Investor in cashthe Purchasers, and shall not constitute the Purchasers’ exclusive remedy for such events.

Registration Statements. Not later than the first to occur of (i) Promptly the 30th day following the closing Second Closing and (ii) the 15th day following termination of the purchase and sale of obligations to complete the securities contemplated by Second Closing in accordance with the Purchase Agreement (the “Closing Date”) but no later than Filing DeadlineAgreement, the Company shall prepare and file with the SEC one a Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), S-1 covering the resale of the all Registrable Securities. Subject to any SEC comments, such The Registration Statement shall include contain (except if otherwise required pursuant to written comments received from the plan SEC upon a review of distribution such Registration Statement) the “Plan of Distribution” attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Annex A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares The “Selling Stockholders” and “Plan of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent Distribution” sections of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) and any risk factor contained in such document that addresses specifically this transaction or the Selling Stockholders, shall be provided in accordance with Section 3(c) to the Investors and their counsel Holders prior to its filing or other submission. If Promptly following any date on which the Company becomes eligible to use a registration statement on Form S-3 to register Registrable Securities for resale, but in no event more than 20 days after such date, the Company shall file a Registration Statement on Form S-3 covering the Registrable Securities is not filed with the SEC (or a post-effective amendment on or prior Form S-3 to the Filing Deadlinethen effective Registration Statement) and shall cause such Registration Statement to be declared effective as soon as possible thereafter, but in any event by the 90th day following the date on which the Company will make payments becomes eligible to each Investor, as liquidated damages and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount utilize Form S-3 for each 30-day period (or pro rata for any portion thereof) following the Filing Deadline for which no Registration Statement is filed with respect to such Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days registration of the last day resale of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashits securities by selling stockholders.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than ninety (90) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company Form S-3 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashcash no later than three (3) Business Days after the end of each 30-day period.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than the earlier of (i) Five (5) Business Days after the Company files its Annual Report on Form 10-K for the year ended December 31, 2007 with the SEC or (ii) April 7, 2008 (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company Form S-3 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of the Shares (the “Registrable Securities”). Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor Buyer shall be named as an “underwriter” in the Registration Statement without the Investor’s Buyer's ' prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than the Investors without the prior written consent of the Required InvestorsBuyers; provided, however, that the Company may include in such Registration Statement the securities defined as "Registrable Securities" under the Registration Rights Agreements dated February 29, 2008 between the Company and Laurus Master Fund, Ltd., Valens Offshore SPV I, Ltd., and Valens U.S. SPV I, LLC (the "Other Registrable Securities"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel Buyers prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each InvestorBuyer (other than an Insider), as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Buyer on the Closing Date for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ Buyers' exclusive monetary remedy for such events, but shall not affect the right of the Investors Buyers to seek injunctive relief. Such payments shall be made to each Investor Buyer in cashcash within three Business Days after the end of each calendar month.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) Date but no later than thirty (30) calendar days after the later of (A) the Closing Date and (B) the Authorized Share Approval (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of all of the Registrable SecuritiesSecurities which, for the avoidance of doubt, may also register the sale or issuance of primary securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution distribution, substantially in the form and substance attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Annex A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1% of the aggregate amount paid pursuant to the Purchase Agreement by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashcash no later than five (5) Business Days after the end of each such 30-day period (the “Payment Date”). Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by the Payment Date until such amount is paid in full. Notwithstanding the foregoing, the Company will not be liable for any liquidated damages under this Section 2(a)(i) with respect to any Warrant Shares prior to the issuance thereof. (ii) The Company shall take reasonable efforts to register the Registrable Securities on Form S-3 if such form is available for use by the Company, provided that if at such time the Registration Statement is on Form S-1, the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “First Closing Date”) but no later than sixty (60) days after the First Closing Date (the "First Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company Form S-3 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of the Initial Shares and the Initial Warrant Shares (the "Initial Registrable Securities"). Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Initial Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than the Investors without the prior written consent of the Required Investors; except shares of Common Stock issuable pursuant to warrants issued to TN Capital Equities, Ltd, or its designees, in connection with its services as placement agent with respect to the transactions contemplated by the Purchase Agreement and the Transaction Documents (the "Placement Agent Warrants"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Initial Registrable Securities is not filed with the SEC on or prior to the First Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor on the First Closing Date for each 30-day period (or pro rata for any portion thereof) thereof following the First Filing Deadline for which no Registration Statement is filed with respect to such the Initial Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ ' exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash. (ii) Promptly following the Second Closing but no later than sixty (60) days after the Second Closing Date (the "Second Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 or, at the Company's option, amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of the Remaining Shares and the Remaining Warrant Shares (the "Remaining Registrable Securities"). Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Remaining Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Required Investors; except shares of Common Stock issuable pursuant to the Placement Agent Warrants. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Remaining Registrable Securities is not filed with the SEC on or prior to the Second Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount paid by such Investor on the Second Closing Date for each 30-day period or pro rata for any portion thereof following the Second Filing Deadline for which no Registration Statement is filed with respect to the Remaining Registrable Securities. Such payments shall constitute the Investors' exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement Subscription Agreements (the “Closing Date”) but no later than ninety (90) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one a Registration Statement on Form S-3 F-l (or, if the Company Form F-l is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of the Registrable Securities that are Restricted Securities in an amount at least equal to the aggregate of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock Shares 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 the account of any holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities that are Restricted Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to the holder of each Investor, Restricted Security as liquidated damages and not as a penalty, in either cash or Common Shares, at the option of the Company, valued at the then current market price on the Toronto Stock Exchange (or if the Common Shares are no longer listed on the Toronto Stock Exchange, the then current bid price as quoted on another exchange or quotation system on which the Common Shares are then trading) an amount equal to 1% of the Offering Price of such Investor’s Liquidated Damages Amount Restricted Security attributable to that portion of the Restricted Securities not resold pursuant to Regulation S for each every 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following No later than the closing last day of the purchase and sale of the securities contemplated by the Purchase Agreement Lock-up Period (the “Closing Date”) but no later than Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company Form S-3 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale for the Registrable Securities provided that the Company undertakes to register the Registrable Securities on Form S-3 as soon as such form is available, and the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities), Securities has been declared effective by the SEC) covering the resale of all of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no the Investor shall not be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock Ordinary Shares resulting from stock share splits, stock share dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock Ordinary Shares or other securities for the account of any other holder other than the Investors without the prior written consent of the Required InvestorsInvestor. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel Investor prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each the Investor, as liquidated damages and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount 1% of the aggregate amount invested by the Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ Investor’s exclusive monetary remedy for such events, but shall not affect the right of the Investors Investor to seek injunctive reliefrelief or specific performance. Such payments shall be made to each the Investor in cashcash no later than three (3) Business Days after the end of each 30-day period (the “Payment Date”). Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by the Payment Date until such amount is paid in full.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) Initiation Date but no later than thirty (30) calendar days after the Initiation Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of all of the Registrable SecuritiesSecurities which, for the avoidance of doubt, may also register the sale or issuance of primary securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provideddistribution, however, that no Investor shall be named as an “underwriter” substantially in the Registration Statement without the form and substance, set forth in Part III of each Investor’s prior written consentSelling Stockholder Notice and Questionnaire. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Class B 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 Class B Common Stock or other securities for the account of any other holder other than the Investors without the prior written consent of the Required Investors. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the fifth Business Day following the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1% of the aggregate amount paid pursuant to the Purchase Agreement by such Investor’s Liquidated Damages Amount Investor for such Registrable Securities then held by such Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashcash no later than five (5) Business Days after the end of each 30-day period (the “Payment Date”). Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by the Payment Date until such amount is paid in full. (ii) The Company shall take reasonable efforts to register the Registrable Securities on Form S-3 if such form is available for use by the Company, provided that if at such time the Registration Statement is on Form S-1, the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

Registration Statements. (i) Promptly Within thirty (30) days following the closing earlier to occur of the purchase and sale consummation of the securities contemplated by Merger or the Purchase Agreement payment of the Break-Up Fee, but in no event later than January 31, 2004 (the “Closing Date”) but no later than Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 S-1 (or, if the Company is not then eligible to use unless Form S-3 to register the resale of the Registrable Securities, on or such other form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Investor’s consent), covering the resale of all of the Registrable Securities. Subject Securities without regard to any SEC comments, such limitation on the exercise of the Warrants or the Debentures. Such Registration Statement shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall SEC to be named as an “underwriter” in the Registration Statement without the Investor’s prior written consentfiled thereunder. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement The Company shall not include any shares of Common Stock or other securities for the account of any holder use its reasonable best efforts to obtain from each person (other than ▇▇▇▇▇▇ ▇▇▇▇▇ and Elan Corporation, plc) who has piggyback registration rights a waiver of those rights with respect to the Investors without the prior written consent of the Required InvestorsRegistration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 0.5% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 3010-day period (or pro rata for any portion thereof) thereof following the Filing Deadline date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to such the Registrable Securities. The Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash, or, at the Investor’s election, in a number of shares of Common Stock determined by dividing the amount of such payment by $0.10. In the case of cash payments, the amounts payable as liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States, and all such amounts payable or shares deliverable as liquidated damages shall be paid monthly or certificates shall be delivered, as the case may be, within three two (32) Business Days of the last day of each 30such 10-day period following during which the Filing Deadline. Such payments shall constitute Registration Statement should have been filed for which no Registration Statement was filed with respect to the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashRegistrable Securities.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities Preferred Stock and Warrants contemplated by the Purchase Agreement (the “"Closing Date”") but no later than thirty (30) days after the Closing Date (the "Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company Form S-3 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of the Registrable Securities. Subject Securities in an amount at least equal to any SEC comments, such Registration Statement shall include the plan number of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” shares of Common Stock necessary to permit the conversion in full of the Registration Statement without Preferred Stock and the Investor’s prior written consentexercise in full of the Warrants. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required InvestorsStatement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their one counsel designated by the Required Investors prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing DeadlineDeadline other than as a result of the failure of an Investor to satisfy its obligations under Sections 5(a) or (b) of this Agreement, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ ' exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash. (ii) Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Conversion Price (as defined in the Preferred Stock) or the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the conversion of the Preferred Stock or the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and one counsel designated by the Required Investors to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the demand made as provided in this subsection 2(a)(ii) other than as a result of the failure of an Investor to satisfy its obligations under Sections 5(a) or (b) of this Agreement, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) Date but no later than 30 days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register covering the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale all of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than the Investors without the prior written consent of the Required Investors. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashcash no later than three Business Days after the end of each 30-day period (the “Payment Date”). Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by the Payment Date until such amount is paid in full. The parties agree that the maximum aggregate liquidated damages payable to a holder of Registrable Securities under this Agreement shall be 5.0% of the aggregate purchase price paid by such holder pursuant to the Purchase Agreement for the Registrable Securities then held by such holder. (ii) The Registration Statement referred to in Section 2(a)(i) shall be on Form S-3 and if the Company is a WKSI as of the filing date, the Registration Statement shall consist of an Automatic Shelf Registration Statement, or a prospectus supplement to an effective Automatic Shelf Registration Statement, that shall become effective upon filing with the SEC pursuant to Rule 462(e). In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on such other form as is available to the Company and (ii) so long as Registrable Securities remain outstanding, promptly following the date upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale (the “Qualification Date”), but in no event more than 30 days after the Qualification Date (the “Qualification Deadline”), the Company shall file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a registration statement on Form S-1) (a “Shelf Registration Statement”); provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration Statement covering the Registrable Securities has been declared effective by the SEC. (iii) If at any time following the filing of a Shelf Registration Statement when the Company is required to re-evaluate its Form S-3 eligibility or WKSI status, the Company determines that it is not eligible to register the Registrable Securities on Form S-3 or is not a WKSI, the Company shall use its reasonable best efforts to (i) as promptly as possible (A) if the Shelf Registration Statement is an Automatic Shelf Registration Statement, post-effectively amend the Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement on Form S-3, or (B) if the Company is not eligible at such time to file a Shelf Registration Statement on Form S-3, post-effectively amend the Shelf Registration Statement to a Shelf Registration Statement on Form S-1 or file a new Shelf Registration Statement on Form S-1; (ii) have such post-effective amendment or Shelf Registration Statement declared effective by the SEC; and (iii) keep such Shelf Registration Statement effective during the period during which such Shelf Registration Statement is required to be kept effective in accordance with this Agreement.

Registration Statements. (i) Promptly following Following the closing date of the purchase and sale filing of the securities Registration Statement on Form S-4 with respect to the transactions contemplated by the Purchase Agreement (Merger Agreement, or on such later date as the “Closing Date”) but no later than Filing DeadlineCompany in its discretion believes appropriate, including after the effective date of such Registration Statement on Form S-4, the Company shall prepare and file with the SEC one a Registration Statement on Form S-3 (or, if the Company Form S-3 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering ) for the resale of the Registrable SecuritiesSecurities pursuant to an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”). Subject to any SEC comments, such Such Shelf Registration Statement shall shall, subject to the limitations of Form S-3, include the plan aggregate amount of distribution Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Shelf Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Exhibit AAnnex A. To the extent the Company is required to register additional Registrable Securities after the Effective Date of the Shelf Registration Statement, the Company shall (i) inform each of the Holders thereof and use its commercially reasonable efforts to file a new Registration Statement covering such additional Registrable Securities (a “New Registration Statement”), covering the registration of the maximum number of additional Registrable Securities allowed under SEC Guidance; provided, however, that no Investor prior to filing such New Registration Statement (or any amendments thereto), the Company shall be named obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of any liquidated damages that may be required to be paid pursuant to Section 2.1(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a New Registration Statement as an “underwriter” a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such New Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise), and second by Registrable Securities represented by Shares (applied, in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall covercase that some Shares may be registered, to the extent allowable under Holders on a pro rata basis based (at the 1933 Act and discretion of each Holder) on the rules promulgated thereunder (including Rule 416), such indeterminate total number of additional shares unregistered Shares held by such Holders, subject to a determination by the SEC that certain Holders must be reduced first based on the number of Common Stock resulting from stock splitsShares held by such Holders). The Company will use its commercially reasonable efforts to file with the SEC, stock dividends or similar transactions with respect as promptly as allowed by SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form S-3 or such other form available to register for resale those Registrable Securities. Such Securities that were not registered for resale on the Shelf Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required Investors. The New Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount for each 30-day period (or pro rata for any portion thereof) following the Filing Deadline for which no Registration Statement is filed with respect to such Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashStatement.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by Closing Date (as defined in the Purchase Agreement Agreement) (the “Closing Date”) but no later than Filing Deadlinethirty (30) days after the Closing Date), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company Form S-3 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of all of the Registrable Securities and which shall contain (except if otherwise agreed by the holders of at least 50% of the Registrable Securities. Subject ) a “Plan of Distribution” substantially similar to any SEC comments, such Registration Statement shall include the plan of distribution that attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Annex A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such The Company shall use its best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required InvestorsStatement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to within thirty (30) days of the Filing DeadlineClosing Date, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor in the Securities for each 30-day period (any month or pro rata for any portion thereof) thereof following the Filing Deadline date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 SB-2 (or, if the Company Form SB-2 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the Shares and the Warrant Shares. Subject to any SEC comments, such Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their Investors’ counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “last Closing Date”) but no later than 30 days after the last Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 SB-2 (or, if the Company Form SB-2 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable SecuritiesConversion Shares and the Warrant Shares issuable in respect of the Shares and Warrants. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor under the Purchase Agreement for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company Form S-3 is not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCompany, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities. Subject Securities in an amount at least equal to any SEC comments, such Registration Statement shall include the plan sum of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” the number of Shares plus the number of shares of Common Stock necessary to permit the exercise in full of the Registration Statement without Warrants issued on the Investor’s prior written consentClosing Date. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such The Company shall use its reasonable efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required InvestorsStatement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “"Closing Date”") but no later than thirty-five (35) days after the Closing Date (the "Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form S-1, S-2 or S-3 (or, if the Company is such Forms are not then eligible available to use Form S-3 to register the resale of the Registrable SecuritiesCo▇▇▇▇▇, on ▇n such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent not to be unreasonably withheld), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the number of Shares plus the number of shares of Common Stock necessary to permit the exercise in full of the Warrants. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. EXHIBIT A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement The Company shall not include any shares of Common Stock or other securities for the account of any holder use its commercially reasonable efforts to obtain from each person who now has piggyback registration rights (other than Petra Mezzanine Fund, L.P.) a waiver of those rights with respect to the Investors without the prior written consent of the Required InvestorsRegistration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.25% of the aggregate amount invested by such Investor’s Liquidated Damages Amount Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Filing Deadline date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to such the Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ ' exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following No later than 30 days from the closing date of the purchase and sale of the securities contemplated by the Purchase this Agreement (the “Closing Date”) but no later than Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement (the “Initial Registration Statement”) covering the resale of all of the Registrable Securities on a continuous basis pursuant to Rule 415 of the Securities Act. The Initial Registration Statement filed hereunder shall be on Form S-3; provided, that if Form S-3 (oris not available for the registration of the resale of Registrable Securities hereunder, if the Company is not then eligible to use Form S-3 to shall (x) register the resale of the Registrable Securities, Securities on such another appropriate form of registration statement as is then available and (y) undertake to effect a registration for resale of the Registrable Securities), covering register the resale of Registrable Securities on Form S-3 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 covering the Registrable SecuritiesSecurities has been declared effective by the staff of the SEC. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor No Purchaser shall be named as an “underwriter” in the Initial Registration Statement without the Investorsuch Purchaser’s prior written consent. Such Initial Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Initial Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder other than Person (including the Investors Company) without the prior written consent of the Required InvestorsPurchasers. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Purchasers and their counsel prior to its filing or other submission. If a (i) the Initial Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, or (ii) prior to the effective date of the Initial Registration Statement, the Company shall fail to file any pre-effective amendment to the Initial Registration Statement required to be filed by the SEC or otherwise respond to comments from the SEC within 15 days from the date of receipt of such comments (a “Response Failure”), the Company will make payments to each InvestorPurchaser, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate Purchase Price paid by such InvestorPurchaser for its Preferred Stock on the Closing Date pursuant to the Purchase Agreement (such amount, with respect to each Purchaser, the “Investment Amount”) for the first 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Initial Registration Statement is filed with respect to the Registrable Securities, or following a Response Failure, as the case may be, and 1.5% of such Purchaser’s Liquidated Damages Investment Amount for each 30-day period (thereafter or pro rata for any portion thereof) following the Filing Deadline thereof for which no Initial Registration Statement is filed with respect to such the Registrable Securities. The amounts payable , or following a Response Failure, as liquidated damages the case may be; provided, that the maximum payments to any Purchaser pursuant to this paragraph Section 2(a)(i) shall be paid monthly within three (3) Business Days not exceed 12.0% of the last day of each 30-day period following the Filing Deadlinesuch Purchaser’s Investment Amount. Such payments shall constitute the InvestorsPurchasers’ exclusive monetary remedy for such events, but shall not affect the right of the Investors Purchasers to seek injunctive relief. Such payments shall be made to each Investor in cash.