Common use of Registration Clause in Contracts

Registration. (a) As soon as practicable following the Closing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-1 (or on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statement. Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). (b) If: (i) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven Trading Days of the date that the Company is notified by the Commission that a Registration Statement will not be “reviewed,” or is not subject to further review, or (ii) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (iv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days during any 12 month period (which need not be consecutive Trading Days)(any such failure or breach being referred to as an “Event,” and for purposes of clause (iii) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (ii) the date which such 20 calendar days is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event.

Registration. (a) As soon as practicable following On or prior to the Closing Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be , on Form S-1 SB-2 (or on another such other form appropriate form in accordance herewithfor such purpose). The Such Registration Statement required hereunder shall contain (except if otherwise directed by required pursuant to written comments received from the HoldersCommission upon a review of such Registration Statement) the “"Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statement. Subject to the terms of this Agreement, the " attached hereto as Annex A. The Company shall use commercially its reasonable best efforts to cause the such Registration Statement to be declared effective under the Securities Act as promptly soon as possible after the filing thereofbut, but in any event not event, no later than the Effectiveness Date, and shall use commercially its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date when which is the earliest of (i) such time as all of the Registrable Securities covered by the such Registration Statement have been publicly sold by the Holders, or (ii) such time as all of the Registrable Securities covered by such Registration Statement may be sold without volume restrictions by the Holders pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s 's transfer agent and the affected Holders (the “"Effectiveness Period”"). By 9:30 a.m. (New York City time) on the Trading Day immediately following the Effective Date, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). (b) If: (i) the Company fails Registration Statement is not filed on or prior to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven Trading Days Filing Date covering all of the date that Registrable Securities required under this Agreement to be included therein (if the Company is notified by the Commission that files a Registration Statement will without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be “reviewed,” or is not subject deemed to further reviewhave satisfied this clause (i)), or (ii) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before prior to the Effectiveness DateDate or if by the Business Day immediately following the Effective Date the Company shall not have filed a “final” prospectus for the Registration Statement with the Commission under Rule 424(b) (whether or not such a prospectus is technically required by such Rule), or (iviii) after a the Effective Date, without regard for the reason therefor or efforts therefor, such Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously be effective and available to the Holders as to all Registrable Securities for to which it is required to be effective, or cover at any time prior to the Holders are not permitted to utilize expiration of the Prospectus therein to resell such Registrable Securities, Effectiveness Period for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days 45 Trading Days during any 12 month 365 calendar day period (which need not be consecutive Trading Days)(any any such failure or breach being referred to as an “"Event,” " and for purposes of clause clauses (iiii) or (ii) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (iiiii) the date which such 20 calendar days is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day period, as applicable, 45 Trading Day-period is exceeded being referred to as “"Event Date”"), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company shall pay to each Holder an amount in cashDate, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0equal to 1.0% of the aggregate purchase price Investment Amount paid by such Holder for Shares pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If Agreement; provided, however, that the Company fails to pay any total amount of partial liquidated damages payable by the Company pursuant to all Events under this Section in full within seven days after shall be capped at an aggregate of 8% of the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be aggregate Investment Amount paid by applicable law) to the Holder, accruing daily from Investors for Shares under the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in fullPurchase Agreement. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event, except in the case of the first Event Date. In no event will the Company be liable for liquidated damages under this Agreement in excess of 1.0% of the aggregate Investment Amount of the Investors for Shares in any 30-day period. (c) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The Company shall not be required to include the Registrable Securities of a Holder in a Registration Statement and shall not be required to pay any liquidated or other damages under Section 2(b) to any Holder who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least two Trading Days prior to the Filing Date (subject to the requirements set forth in Section 3(a)).

Registration. (a) As soon as practicable following On or prior to the Closing Date, Filing Date the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities for an a selling stockholder resale offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-1 S-3 (or except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall cause each Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statementbecome effective and remain effective as provided herein. Subject to the terms of this Agreement, the The Company shall use commercially its reasonable commercial efforts to cause the each Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the Effectiveness Date, and . The Company shall use commercially its reasonable commercial efforts to keep the each Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities have been sold or (ii) all Registrable Securities covered by the such Registration Statement have been sold or may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). (b) If: (i) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven Trading Days of the date that the Company is notified by the Commission that a any Registration Statement will not be “reviewed,” or is not subject to further review, filed on or (ii) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or applicable Filing Date; (iiiii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before by the applicable Effectiveness Date, or ; (iviii) after a Registration Statement is first filed with and declared effective by the Commission, it a Discontinuation Event (as hereafter defined) shall occur and be continuing, or such Registration Statement ceases for any reason to remain continuously be effective (by suspension or otherwise) as to all Registrable Securities for to which it is required to be relate at any time prior to the expiration of the Effectiveness Period (without being succeeded immediately by an additional registration statement filed and declared effective), for a period of time which shall exceed 45 days in the aggregate per year or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective); or (iv) the Common Stock is not listed or quoted, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, is suspended from trading on any Trading Market for in any such case 10 calendar consecutive days but no more than an aggregate a period of 15 calendar days during any 12 month period three (which need not be 3) consecutive Trading Days)(any Days (in either case after the Company shall not have been able to cure such trading suspension within 30 days of the notice thereof or list the Common Stock on another Trading Market); (any such failure or breach being referred to as an “Event,” and for purposes of clause (iiii) or (ii) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (iiiii) the date which such 45 day or 20 calendar days consecutive day period (as the case may be) is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day periodthree (3) Trading Day period is exceeded, as applicable, is exceeded being referred to as “Event Date”), then in addition as partial relief for the damages to the Purchaser by reason of the occurrence of any such Event (which remedy shall not be exclusive of any other rights the Holders may have hereunder remedies available at law or under applicable law: (x) on each such applicable Event Date in equity), the Company shall pay to the Purchaser for each Holder day that an Event has occurred and is continuing, an amount in cash, cash as partial liquidated damages and not as a penalty, equal to 2.0% one-thirtieth (1/30th) of the aggregate purchase price paid product of: (A) the then outstanding principal amount of the Note multiplied by such Holder (B) 0.02. In the event the Company fails to make any payments pursuant to this Section 2(b) in a timely manner, such payments shall bear interest at the Purchase Agreement rate of 1.5% per month (prorated for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such datepartial months) until paid in full. (c) Within three business days of the applicable Event is curedEffectiveness Date, the Company shall pay cause its counsel to each Holder issue a blanket opinion in the form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an amount effective registration statement and can be reissued free of restrictive legend upon notice of a sale by the Purchaser and confirmation by the Purchaser that it has complied with the prospectus delivery requirements, provided that the Company has not advised the transfer agent orally or in cash, as partial liquidated damages and not as a penalty, 2.0% writing that the opinion has been withdrawn. Copies of the aggregate purchase price paid blanket opinion required by such Holder pursuant this Section 2(c) shall be delivered to the Purchase Agreement for any Registrable Securities then held by such Holder. If Purchaser within the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Eventtime frame set forth above.

Registration. (a) As soon as practicable following On or prior to the Closing Date, Filing Date the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-1 SB-2 (or except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall cause the Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statementbecome effective and remain effective as provided herein. Subject to the terms of this Agreement, the The Company shall use commercially its reasonable commercial efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the Effectiveness Date, and . The Company shall use commercially its reasonable commercial efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities covered by the Registration Statement have been sold or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s 's transfer agent and the affected Holders (the “"Effectiveness Period”"). (b) If: (i) the Company fails Registration Statement is not filed on or prior to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under Filing Date; (ii) the Securities Act, within seven Trading Days of the date that the Company Registration Statement is notified not declared effective by the Commission that a Registration Statement will not be “reviewed,” or is not subject to further review, or by the Effectiveness Date; (iiiii) prior to after the date when such Registration Statement is first filed with and declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement ceases to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort effective (by suspension or expense, or (iiiotherwise) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (iv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for to which it is required to be relate at any time prior to the expiration of the Effectiveness Period (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective); or (iv) the Common Stock is not listed or quoted, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, is suspended from trading on any Trading Market for in any such case 10 calendar consecutive days but no more than an aggregate a period of 15 calendar days during any 12 month period three (which need not be 3) consecutive Trading Days)(any Days (provided the Company shall not have been able to cure such trading suspension within 30 days of the notice thereof or list the Common Stock on another Trading Market); (any such failure or breach being referred to as an “"Event,” " and for purposes of clause (iiii) or (ii) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (iiiii) the date which such 30 day or 20 calendar days consecutive day period (as the case may be) is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day periodthree (3) Trading Day period is exceeded, as applicable, is exceeded being referred to as “"Event Date”"), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% for each thirty (30) day period (prorated for partial periods) on a daily basis of the aggregate purchase price original principal amount of the Note. While such Event continues, such liquidated damages shall be paid not less often than each thirty (30) days. Any unpaid liquidated damages as of the date when an Event has been cured by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full shall be paid within seven three (3) days after following the date payableon which such Event has been cured by the Company. (c) Within three business days of the Effectiveness Date, the Company will pay interest thereon at shall cause its counsel to issue a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) blanket opinion in the form attached hereto as Exhibit A, to the Holder, accruing daily from transfer agent stating that the date such partial liquidated damages shares are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant subject to the terms hereof shall apply on a daily pro-rata basis for any portion an effective registration statement and can be reissued free of restrictive legend upon notice of a month prior sale by Laurus and confirmation by Laurus that it has complied with the prospectus delivery requirements, provided that the Company has not advised the transfer agent orally or in writing that the opinion has been withdrawn. Copies of the blanket opinion required by this Section 2(c) shall be delivered to Laurus within the cure of an Eventtime frame set forth above.

Registration. (ai) As soon as practicable following If, upon termination of the Closing Daterestrictions set forth in Section 2 (Transfer Restrictions) pursuant to the terms hereof, the Shares cannot be sold without restriction pursuant to Rule 144 promulgated under the Securities Act, then upon Investor’s written request, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-1 (or on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statement. Subject to the terms of this Agreement, the Company shall will use commercially reasonable efforts to cause register the Registration Statement to be declared effective Shares of resale under the Securities Act as promptly as possible after on a Registration Statement on Form S-3 (the filing thereof“Registration Statement”), but in any event not later than the Effectiveness Datefiled within 90 days of such written request, and shall will use commercially reasonable efforts to have such Registration Statement promptly declared effective by the Commission. (ii) The Company will use commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act for one hundred eighty (180) days following the initial effectiveness of such Registration Statement or, if earlier, until the date when all Registrable Securities of the Shares covered by the such Registration Statement have been sold or may can be sold publicly without volume restrictions pursuant to restriction or limitation under Rule 144(k144. (iii) as determined by the counsel The Investor shall furnish to the Company such information regarding the Investor, and the distribution proposed by the Investor, as the Company may reasonably request in writing and as shall be required in connection with the Registration Statement. (iv) The Company shall pay all fees and expenses incident to the performance of or compliance with this Section 4(b) by the Company. (v) Notwithstanding the foregoing obligations, if the Company furnishes to Investor a certificate signed by faith judgment of the Board it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (a) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (b) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (c) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than sixty (60) days after the request of Investor is given; provided, however, that the Company may not invoke this right more than twice in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such sixty (60) day period (other than (1) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a written opinion letter stock option, stock purchase, or similar plan; (2) a registration relating to such effect, addressed and acceptable an SEC Rule 145 transaction; (3) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the Company’s transfer agent and sale of the affected Holders Shares; or (4) a registration in which the “Effectiveness Period”only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). (bvi) If: The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 4(b) (ia) during the Company fails to file with period that is thirty (30) days before the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven Trading Days Company’s good faith estimate of the date of the filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is notified by the Commission that a Registration Statement will not be “reviewed,” or is not subject actively employing in good faith commercially reasonable efforts to further review, cause such registration statement to become effective; or (ii) prior to the date when such Registration Statement is first declared effective by the Commission, if the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (iv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days during any 12 month period (which need not be consecutive Trading Days)(any such failure or breach being referred to as an “Event,” and for purposes of clause (iii) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (ii) the date which such 20 calendar days is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any partial liquidated damages previously effected one registration pursuant to this Section 4(b). (vii) This Section 4 (Registration Rights) shall terminate upon the earliest to occur of the following: (a) a Change of Control or (b) the 18 month anniversary of the termination of the restrictions set forth in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum Section 2 (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an EventTransfer Restrictions).

Registration. (a1) As soon (A) Subject to the terms and conditions of the Transaction Documents, and for so long as the Investor owns securities representing the Qualifying Ownership Interest, the Company covenants and agrees that as promptly as practicable following the Closing Datereceipt of a written notice (the “Demand Notice”) from the Investor (and in any event no later than the applicable Registration Deadline), the Company shall prepare and file with the Commission the SEC one or more Shelf Registration Statement Statements covering the resale of all of the Registrable Securities for (or, if permitted by the rules of the SEC, otherwise designate an offering to be made on a continuous basis pursuant to Rule 415. The existing Shelf Registration Statement required hereunder shall be on Form S-1 (or on another appropriate form in accordance herewithfiled with the SEC to cover such Registrable Securities). The , and, to the extent the Shelf Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statement. Subject to the terms of this Agreementhas not theretofore been declared effective, the Company shall use commercially reasonable best efforts to cause the such Shelf Registration Statement to be declared or become effective under the Securities Act as promptly soon as possible after the filing thereof, but practicable (and in any event not no later than the Effectiveness Date, Deadline) and shall use commercially reasonable efforts to keep the such Shelf Registration Statement continuously effective under and in compliance with the Securities Act until and usable for resale of such Registrable Securities for a period from the date when all of its initial effectiveness until such time as there are no such Registrable Securities covered remaining (including by the refiling such Shelf Registration Statement have been sold (or may be sold without volume restrictions pursuant to Rule 144(ka new Shelf Registration Statement) as determined by if the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders initial Shelf Registration Statement expires) (the “Effectiveness Period”). (b; provided, however, that the Investor’s rights under this Section 3.11(a) If: shall not terminate if the Investor ceases to own securities representing the Qualifying Ownership Interest solely as the result of (i) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven Trading Days offering or sale of the date that any equity security by the Company is notified by the Commission that in a Registration Statement will transaction to which Section 3.8(a) does not be “reviewed,” or is not subject to further review, apply or (ii) prior to the date when such Registration Statement is first declared effective by the Commission, conversion or exercise of securities of the Company fails for Common Stock. If, at any time after having requested the Company to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after pursuant to this Section 3.11(a)(1)(A), the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (iv) after a Registration Statement is first declared effective by the Commission, it ceases Investor shall determine for any reason to remain continuously effective as withdraw such registration, the Investor may, at its election, give notice of such determination to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell Company. On receipt of such Registrable Securities, for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days during any 12 month period (which need not be consecutive Trading Days)(any such failure or breach being referred to as an “Event,” and for purposes of clause (iii) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (ii) the date which such 20 calendar days is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date notice the Company shall pay be relieved of its obligation to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by effect such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Eventregistration.

Registration. (a) As soon as practicable following On or prior to each Filing Date, subject to restrictions and limitations which may be imposed by the Closing DateCommission, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement required filed hereunder shall be on Form S-1 S-3 (or 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(e). The Registration Statement required hereunder ) and shall contain (except if unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially in the form circulated “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to the Holders be named as an “underwriter” without such ▇▇▇▇▇▇’s express prior to filing the Registration Statementwritten consent. Subject to the terms of this Agreement, the Company shall use commercially reasonable its best efforts to cause the a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the applicable Effectiveness Date, and shall use commercially reasonable its best efforts to keep the such Registration Statement continuously effective under the Securities Act until the date when that all Registrable Securities covered by the such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holders via e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion 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 be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least three (3) Trading Days prior written notice along with the calculations as to such ▇▇▇▇▇▇’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein or the Company subsequent withdraws the filing of the Registration Statement, the Company shall be deemed to have not satisfied this clause as of the Filing Date (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated under by the Commission pursuant to the Securities Act, within seven five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a such Registration Statement will not be “reviewed,” or is will not be subject to further review, or (iiiii) prior to the effective date when such of a Registration Statement is first declared effective by the CommissionStatement, the Company fails to file a pre-effective preeffective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a such Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iiiiv) a Registration Statement filed or required to be filed hereunder registering for resale all of the Registrable Securities is not declared effective by the Commission on or before by the Effectiveness DateDate of the Initial Registration Statement (provided if the Registration Statement does not allow for the resale of Registrable Securities at prevailing market prices (i.e. only allows for fixed price sales), the Company shall have been deemed to have not satisfied this clause) or (ivv) after the effective date of a Registration Statement, such Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effectiveincluded in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 more than ten (10) consecutive calendar consecutive days but no or more than an aggregate of 15 fifteen (15) calendar days during any 12 month period (which need not be consecutive Trading Days)(any calendar days) during any 12-month period (any such failure or breach being referred to as an “Event,” ”, and for purposes of clause clauses (iiii) and (iv), the date on which such Event occurs, or and for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes purpose of clause (ii) the date on which such 20 calendar days five (5) Trading Day period is exceeded, or and for purposes purpose of clause (iviii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such 10 ten (10) or 15 fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then then, in addition to any other rights the Holders may have hereunder or under applicable law: (x) , on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0equal to the product of 1.5% of multiplied by the aggregate purchase price Subscription Amount paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such HolderAgreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 1218% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-pro rata basis for any portion of a month prior to the cure of an Event. (e) 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 another appropriate form and (ii) undertake to register the 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 Securities has been declared effective by the Commission. (f) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) As soon as practicable following On or prior to the Closing Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-1 SB-2 (or except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall cause the Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statementbecome effective and remain effective as provided herein. Subject to the terms of this Agreement, the The Company shall use commercially its reasonable commercial efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the Effectiveness Date, and shall use commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities covered by the Registration Statement have been sold or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s 's transfer agent and the affected Holders (the “"Effectiveness Period”"). (b) If: (i) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven Trading Days of the date that the Company is notified by the Commission that a any Registration Statement will not be “reviewed,” or is not subject to further review, filed on or (ii) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or Filing Date; (iiiii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before by the Effectiveness Date, or ; (iviii) after a Registration Statement is first filed with and declared effective by the Commission, it such Registration Statement ceases for any reason to remain continuously be effective (by suspension or otherwise) as to all Registrable Securities for to which it is required to be relate at any time prior to the expiration of the Effectiveness Period (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective); or (iv) the Common Stock is not listed or quoted, or is suspended from trading on any Trading Market for a period of three (3) consecutive Trading Days (provided the Company shall not have been able to cure such trading suspension within 30 days of the notice thereof or list the Common Stock on any of the NASDAQ SmallCap Market, the Nasdaq National Market, or the Holders are not permitted to utilize American Stock Exchange (the Prospectus therein to resell such Registrable Securities, for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days during any 12 month period (which need not be consecutive "Trading Days)(any Market"))(any such failure or breach being referred to as an “"Event,” " and for purposes of clause (iiii), (ii) or (v) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (iiiii) the date which such 30 day or 20 calendar days consecutive day period (as the case may be) is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day periodthree (3) Trading Day period is exceeded, as applicable, is exceeded being referred to as “"Event Date”"), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any each thirty (30) day period (prorated for partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable lawperiods) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of issued and outstanding Preferred Stock. Such liquidation damages shall be paid not less than each thirty (30) days during an EventEvent and within three (3) days following the date on which such Event has been cured by the Company.

Registration. (a) As soon as practicable following On or prior to the Closing Date, Filing Date the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-1 S-3 (except if the Company is not then eligible to register for resale the Registrable Securities or Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall cause the Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statementbecome effective and remain effective as provided herein. Subject to the terms of this Agreement, the The Company shall use commercially its reasonable commercial efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the Effectiveness Date, and . The Company shall use commercially its reasonable commercial efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities covered by the Registration Statement have been sold or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). (b) If: (i) the Company fails Registration Statement is not filed on or prior to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under Filing Date; (ii) the Securities Act, within seven Trading Days of the date that the Company Registration Statement is notified not declared effective by the Commission that a Registration Statement will not be “reviewed,” or is not subject to further review, or by the Effectiveness Date; (iiiii) prior to after the date when such Registration Statement is first filed with and declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement ceases to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort effective (by suspension or expense, or (iiiotherwise) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (iv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for to which it is required to be relate at any time prior to the expiration of the Effectiveness Period (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective); or (iv) the Common Stock is not listed or quoted, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, is suspended from trading on any Trading Market for in any such case 10 calendar consecutive days but no more than an aggregate a period of 15 calendar days during any 12 month period three (which need not be 3) consecutive Trading Days)(any Days (provided the Company shall not have been able to cure such trading suspension within 30 days of the notice thereof or list the Common Stock on another Trading Market); (any such failure or breach being referred to as an “Event,” and for purposes of clause (iiii) or (ii) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (iiiii) the date which such 30 day or 20 calendar days consecutive day period (as the case may be) is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day periodthree (3) Trading Day period is exceeded, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0equal to 1.0% for each thirty (30) day period (prorated for partial periods) on a daily basis of the aggregate purchase price original principal amount of the Note. While such Event continues, such liquidated damages shall be paid not less often than each thirty (30) days. Any unpaid liquidated damages as of the date when an Event has been cured by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full shall be paid within seven three (3) days after following the date payableon which such Event has been cured by the Company. (c) Within three business days of the Effectiveness Date, the Company will pay interest thereon at shall cause its counsel to issue a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) blanket opinion in the form attached hereto as Exhibit A, to the Holder, accruing daily from transfer agent stating that the date such partial liquidated damages shares are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant subject to the terms hereof shall apply on a daily pro-rata basis for any portion an effective registration statement and can be reissued free of restrictive legend upon notice of a month prior sale by Laurus and confirmation by Laurus that it has complied with the prospectus delivery requirements, provided that the Company has not advised the transfer agent orally or in writing that the opinion has been withdrawn. Copies of the blanket opinion required by this Section 2(c) shall be delivered to Laurus within the cure of an Eventtime frame set forth above.

Registration. (a) As soon as practicable following On or prior to the Closing Date, Filing Date the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities for an a selling stockholder resale offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-1 S-3 (or except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall cause each Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statementbecome effective and remain effective as provided herein. Subject to the terms of this Agreement, the The Company shall use commercially its reasonable commercial efforts to cause the each Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the Effectiveness Date, and . The Company shall use commercially its reasonable commercial efforts to keep the each Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities have been sold or (ii) all Registrable Securities covered by the such Registration Statement have been sold or may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). (b) If: (i) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven Trading Days of the date that the Company is notified by the Commission that a any Registration Statement will not be “reviewed,” or is not subject to further review, filed on or (ii) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or applicable Filing Date; (iiiii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before by the applicable Effectiveness Date, or ; (iviii) after a Registration Statement is first filed with and declared effective by the Commission, it a Discontinuation Event (as hereafter defined) shall occur and be continuing, or such Registration Statement ceases for any reason to remain continuously be effective (by suspension or otherwise) as to all Registrable Securities for to which it is required to be relate at any time prior to the expiration of the Effectiveness Period (without being succeeded immediately by an additional registration statement filed and declared effective), for a period of time which shall exceed 45 days in the aggregate per year or more than 30 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective); or (iv) the Common Stock is not listed or quoted, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, is suspended from trading on any Trading Market for in any such case 10 calendar consecutive days but no more than an aggregate a period of 15 calendar days during any 12 month period three (which need not be 3) consecutive Trading Days)(any Days (provided the Company shall not have been able to cure such trading suspension within 30 days of the notice thereof or list the Common Stock on another Trading Market); (any such failure or breach being referred to as an “Event,” and for purposes of clause (iiii) or (ii) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (iiiii) the date which such 20 calendar days 45 day or 30 consecutive day period (as the case may be) is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day periodthree (3) Trading Day period is exceeded, as applicable, is exceeded being referred to as “Event Date”), then in addition as partial relief for the damages to the Purchaser by reason of the occurrence of any such Event (which remedy shall not be exclusive of any other rights the Holders may have hereunder remedies available at law or under applicable law: (x) on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedequity), the Company shall pay to the Purchaser for each Holder day that an Event has occurred and is continuing, an amount in cash, as partial liquidated damages and not as a penalty, 2.0% cash equal to one-thirtieth (1/30th) of the aggregate purchase price paid product of: (A) the then outstanding principal amount of the Note multiplied by such Holder pursuant (B) 0.02 (or, with respect to an Event of the Purchase Agreement type referred to in clause (ii) of this Section 2(b) that occurs in connection with the initial Registration Statement required to be filed hereunder, 0.015 for any Registrable Securities then held by such Holderthe first 30 day period following the applicable Effectiveness Date, and 0.02 thereafter). If In the event the Company fails to pay make any partial liquidated damages payments pursuant to this Section 2(b) in full within seven a timely manner, such payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. (c) Within three business days after of the date payableEffectiveness Date, the Company will pay interest thereon at shall cause its counsel to issue a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) blanket opinion substantially in the form attached hereto as Exhibit A, to the Holdertransfer agent stating that the shares are subject to an effective registration statement and that any previously issued shares can be reissued free of restrictive legend upon notice of a sale by the Purchaser and confirmation by the Purchaser that it has complied with the prospectus delivery requirements, accruing daily from provided that the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid Company has not advised the transfer agent orally or in fullwriting that the opinion has been withdrawn. The partial liquidated damages pursuant Copies of the blanket opinion required by this Section 2(c) shall be delivered to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to Purchaser within the cure of an Eventtime frame set forth above.

Registration. (a) As soon as practicable following the Closing On or prior to each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required filed hereunder shall be on Form S-1 S-3 (or except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder ) and shall contain (except if otherwise directed by required pursuant to written comments received from the HoldersCommission upon a review of such Registration Statement) the “Plan of Distribution” in substantially in the form circulated attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Holders prior to filing the Registration StatementCommission). Subject to the terms of this Agreement, the The Company shall use its commercially reasonable efforts to cause the a Registration Statement filed under this Agreement to be declared effective under the Securities Act as promptly as possible after the filing thereofbut, but in any event not event, no later than the Effectiveness DateDate for such Registration Statement, and shall shall, subject to Section 7(d) hereof, use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the earlier of (i) the date when that is three years after the Closing Date and (ii) the date on which all Registrable Securities covered by the securities under such Registration Statement have been sold or may ceased to be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders Registrable Securities (the “Effectiveness Period”). Notwithstanding the foregoing, the Company shall be entitled to suspend the effectiveness of the Registration Statement at any time prior to the expiration of the Effectiveness Period for up to an aggregate of 30 consecutive Trading Days or an aggregate of 60 Trading Days (which need not be consecutive) in any given 360-day period. It is agreed and understood that the Company shall, from time to time, be obligated to file one or more additional Registration Statements to cover any Registrable Securities which are not registered for resale pursuant to a pre-existing Registration Statement. (b) Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be included and sold by Holders in any Registration Statement, including the Initial Registration Statement, pursuant to Rule 415 or any other basis, the Company may reduce the number of Registrable Securities included in such Registration Statement on behalf of the Holders in whole or in part (in case of an exclusion as to a portion of such Registrable Securities, such portion shall be allocated pro rata among such Holders in proportion to the respective numbers of Registrable Securities represented by Shares requested to be registered by each such Holder over the total amount of Registrable Securities represented by Shares) (such Registrable Securities, the “Reduction Securities”). In such event the Company shall give the Holders prompt notice of the number of such Reduction Securities excluded and the Company will not be liable for any damages under this Agreement in connection with the exclusion of such Reduction Securities. The Company shall use its commercially reasonable efforts at the first opportunity that is permitted by the Commission to register for resale the Reduction Securities. Such new Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Reduction Securities on Form S-3, in which case such registration shall be on another appropriate form for such purpose) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission). 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 but, in any event, no later than the Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period, subject to Section 7(d) hereof. Notwithstanding the foregoing, the Company shall be entitled to suspend the effectiveness of such Registration Statement at any time prior to the expiration of the Effectiveness Period for an aggregate of no more than 30 consecutive Trading Days or an aggregate of 60 Trading Days (which need not be consecutive) in any given 360-day period. (c) If: (i) the Company fails to file Initial Registration Statement is not filed with the Commission a request for acceleration in accordance with Rule 461 promulgated under on or prior to the Securities ActFiling Date, within seven Trading Days of the date that the Company is notified by the Commission that a Registration Statement will not be “reviewed,” or is not subject to further review, or (ii) prior to the date when such Initial Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission (or otherwise does not become effective) on or before prior to the Effectiveness Date, Date or (iviii) after a Registration Statement the date it is first declared effective by the CommissionCommission and except as provided in Section 3(i), it (A) such Registration Statement ceases for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), to remain continuously effective as to all Registrable Securities for which it is required to be effective, included in such Registration Statement or (B) the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, Securities for any reason (other than due to a change in the “Plan of Distribution” or the inaccuracy of any such information regarding the Holders) in each case 10 calendar consecutive days but no for more than an aggregate of 15 calendar days during any 12 month period thirty (30) consecutive Trading Days or sixty (60) Trading Days (which need not be consecutive Trading Days)(any consecutive) in any given 360-day period (other than as a result of a breach of this Agreement by such Holder), or (iv) the Company fails to satisfy the current public information requirement pursuant to Rule 144(c)(1) as a result of which the Holders who are not affiliates are unable to sell Registrable Securities without restriction under Rule 144 (or any successor thereto), (any such failure or breach in clauses (i) through (iv) above being referred to as an “Event,” and and, for purposes of clause clauses (iiii), (ii) or (iv), the date on which such Event occurs, or for purposes of clause (i) iii), the date on which such seven thirty (30) or sixty (60) Trading Day period is exceeded, or for purposes of clause (ii) the date which such 20 calendar days is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as an “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) , on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the earlier of (1) the applicable Event is curedcured or (2) the Registrable Securities are eligible for resale pursuant to Rule 144 without manner of sale or volume restrictions or the current public information requirement, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penaltypenalty (“Liquidated Damages”), 2.0% equal to one percent (1%) of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by such Holder. If The parties agree that (1) notwithstanding anything to the contrary herein or in the Purchase Agreement, no Liquidated Damages shall be payable with respect to any period after the expiration of the Effectiveness Period (except in respect of an Event described in Section 2(c)(iv) herein), (it being understood that this sentence shall not relieve the Company fails of any Liquidated Damages accruing prior to pay any partial liquidated damages the Effectiveness Deadline) and in no event shall, the aggregate amount of Liquidated Damages (excluding Liquidated Damages payable in respect of an Event described in Section 2(c)(iv) herein) payable to a Holder exceed, in the aggregate, five percent (5%) of the aggregate purchase price paid by such Holder pursuant to this Section the Purchase Agreement) and (2) in full within seven days after the date payable, no event shall the Company will pay interest thereon at a rate be liable in any thirty (30) day period for Liquidated Damages under this Agreement in excess of 12% per annum one percent (or such lesser maximum amount that is permitted to be 1%) of the aggregate purchase price paid by applicable law) the Holders pursuant to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in fullPurchase Agreement. The partial liquidated damages Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event, except in the case of the first Event Date. The Company shall not be liable for Liquidated Damages under this Agreement as to any Registrable Securities which are not permitted by the Commission to be included in a Registration Statement. In such case, the Liquidated Damages shall be calculated to only apply to the percentage of Registrable Securities which are permitted to be included in such Registration Statement. The Effectiveness Deadline for a Registration Statement shall be extended without default or Liquidated Damages hereunder in the event that the Company’s failure to obtain the effectiveness of the Registration Statement on a timely basis results from the failure of a Purchaser to timely provide the Company with information requested by the Company and necessary to complete the Registration Statement in accordance with the requirements of the Securities Act (in which case the Effectiveness Deadline would be extended with respect to Registrable Securities held by such Purchaser).

Registration. (a) As soon as practicable following the Closing DateOn or prior February 28, 2007, the Company shall prepare and file with the Securities and Exchange Commission (the Registration Statement covering “Commission”), at the resale of all sole expense of the Company (except as hereinafter provided), in respect of the aggregate number of Registrable Securities for an offering to be made on a continuous basis then issued pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-1 (or on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “Plan Note, a registration statement so as to permit a public offering and sale of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statement. Subject such Registrable Securities until, subject to the terms and provisions of this Agreement, the Company shall use commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until earlier of the date when (i) all the Registrable Securities covered by the Registration Statement registration statement have been sold pursuant thereto or otherwise or (ii) the Registrable Securities may be publicly sold without volume restrictions pursuant to under Rule 144(k) (or any similar provisions then in force) of the Securities Act of 1933 as amended (the “Act”), as determined by the counsel to the Company pursuant to a written opinion letter to such effect(collectively, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). The registration statement shall be on any form the Company is eligible to use to register for resale the Registrable Securities. The Company shall thereafter use its reasonable best efforts to cause such registration statement filed pursuant to this Section to become effective as soon as reasonably practicable thereafter. (b) If: (i) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the If any Registrable Securities Act, within seven Trading Days of the date that the Company is notified by the Commission that a Registration Statement will not be “reviewed,” or is not subject to further review, or (ii) prior are issued pursuant to the date when such Registration Statement is first Note and are not registered for resale pursuant to the registration statement described in Section 1(a) and the registration statement described in Section 1(a) has been declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect staff of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (iv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effectivethen, or within fifteen calendar days of the Holders are not permitted to utilize the Prospectus therein to resell issuance of such additional Registrable Securities, for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days during any 12 month period (which need not be consecutive Trading Days)(any such failure or breach being referred to as an “Event,” and for purposes of clause (iii) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (ii) the date which such 20 calendar days is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount prepare and file with the Commission, at the sole expense of the Company (except as hereinafter provided), in cash, as partial liquidated damages and not as a penalty, 2.0% respect of the aggregate purchase price paid by such Holder number of Registrable Securities then issued pursuant to the Purchase Agreement for any Note but not yet registered, a registration statement so as to permit a public offering and sale of such Registrable Securities then held by for the Effectiveness Period for such HolderRegistrable Securities. If The registration statement shall be on any form the Company fails is eligible to pay any partial liquidated damages use to register for resale the Registrable Securities. The Company shall thereafter use its reasonable best efforts to cause such registration statement filed pursuant to this Section to become effective as soon as reasonably practicable thereafter. (c) In addition, if the Holder determines, in full within seven its reasonable discretion that, based on the written opinion of counsel reasonably acceptable to the Company, that the Holder would be subject to any liability under Section 11 or Section 12 of the Securities Act as a result of its sale pursuant to a registered offering of the Registrable Securities, Company shall afford the Holder an opportunity, at the Holders sole cost and expense, to conduct one reasonable due diligence investigation of Company, provided that such due diligence is conducted in a manner, and at mutually agreeable times and places not disruptive to the Company’s business, and provided further that any such due diligence shall be subject to a mutually satisfactory confidentiality agreement. Holder shall give not less than 30 days after the date payable, prior written notice to the Company will pay interest thereon at a rate of 12% per annum its intent to conduct such investigation. (or such lesser maximum amount that is permitted d) Nothing herein contained shall require the Company to be paid by applicable law) to undergo an audit, other than in the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion ordinary course of a month prior to the cure of an Eventbusiness.

Registration. (a) As The Company shall use its best efforts to become current in its reporting requirements pursuant to the Exchange Act. Upon becoming current on its Exchange Act reporting requirements and in no event later than the Filing Date, the Company shall file with the Commission a Registration Statement covering the resale of all Registrable Securities. The Registration Statement (i) shall be on Form S-1 and (ii) shall contain (except if otherwise requested by the Electing Holders or required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Annex A. The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective or otherwise to become effective under the Securities Act as soon as practicable following possible but, in any event, no later than the Closing Effectiveness Date, and shall update the Registration Statement pursuant to Section 3(a)(iii) hereof during the Effectiveness Period applicable to this Section 2(a). (b) Within 30 days after the Company becomes eligible to file a Registration Statement on Form S-3, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-1 415 (or on another appropriate form in accordance herewiththe “Shelf”). The Registration Statement required hereunder (i) shall be on Form S-3 and, if the Company is a WKSI as of the Filing Date, shall be an automatic shelf registration statement and (ii) shall contain (except if otherwise directed requested by the HoldersElecting Holders or required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” in substantially in the form circulated to the Holders prior to filing the Registration Statement. Subject to the terms of this Agreement, the attached hereto as Annex A. The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective or otherwise to become effective under the Securities Act as promptly soon as possible after the filing thereofbut, but in any event not event, no later than the Effectiveness Date, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until during the date when all Effectiveness Period applicable to this Section 2(b). In addition, the Company shall, promptly and from time to time, file such additional Registration Statements to cover resales of any Registrable Securities covered by which are not registered for resale pursuant to a pre-existing Registration Statement no later than the Filing Date with respect thereto, and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act as soon as practicable after the applicable Filing Date but, in any event, no later than the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep the Registration Statement have been sold or may be sold without volume restrictions pursuant continuously effective under the Securities Act at all times during the Effectiveness Period applicable to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”this Section 2(b). (bc) Notwithstanding anything to the contrary in Section 2(a) or Section 2(b) hereof, upon notice to the Holders, the Company may suspend the use or the effectiveness of the Registration Statement, or extend the time period in which it is required to file the Registration Statement, for up to 75 days in the aggregate in any 12-month period (a “Suspension Period”) if the Board of Directors of the Company determines, in its reasonable and good faith opinion, that the occurrence or existence of any pending material corporate development makes such suspension appropriate because it would be materially detrimental to the Company for the registration to proceed at such time. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to such Registration Statement in connection with any sale or offer to sell Registrable Securities. The Company shall (i) use its commercially reasonable efforts to ensure that the use of such Registration Statement may be resumed as soon as such suspension is no longer appropriate and (ii) promptly notify the Holders when the Registration Statement may once again be used or is effective. The Company shall not be permitted to deliver a notice of suspension, nor exercise its rights of suspension under this Section, more than twice during any 12-month period. (d) If: (i) any Registration Statement is not filed on or prior to its Filing Date (it being understood that if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a)(i) hereof, the Company shall not be deemed to have satisfied this clause (i)), (ii) a Registration Statement is not declared effective by the Commission or does not otherwise become effective on or prior to its required Effectiveness Date, (iii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated by the Commission under the Securities Act, Act within seven five Trading Days of the date that on which the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” reviewed or is not subject to further review, or (iiiv) prior to the date when after its Effective Date, such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (iv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously be effective and available to the Holders as to all Registrable Securities for to which it is required to be effectivecover at any time prior to the expiration of the Effectiveness Period (in each case, or the Holders are not except as specifically permitted herein with respect to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days during applicable Suspension Period) (any 12 month period (which need not be consecutive Trading Days)(any such failure or breach being referred to as an a “EventRegistration Default,” and for purposes of clauses (i) or (ii) the date on which such Registration Default occurs, and for purposes of clause (iii) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven five Trading Day period is exceeded, or for purposes of clause (ii) the date which such 20 calendar days is exceeded, or exceeded and for purposes of clause (iv) the date on which such 10 or 15 calendar day periodthe Registration Statement ceases to be effective and available, as applicable, is exceeded being referred to as the “Event Registration Default Date” and each period from and including the Registration Default Date during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then then, during the Registration Default Period, as liquidated damages and not as penalty and as the exclusive remedy as to damages, in addition to any other equitable rights available to the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company shall pay to each Holder an amount in cashincluding, as partial liquidated damages and not as a penaltywithout limitation, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (ySection 7(a) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedhereof), the Company shall pay in cash a special payment (collectively, “Special Payments”) to Holders (x) in respect of each Holder share of Preferred Stock that is convertible into a Registrable Security, in an amount in cash, as partial liquidated damages and not as a penalty, 2.0% of the aggregate purchase price paid by such Holder pursuant equal to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 122.00% per annum of the accrued liquidation preference of such share of Preferred Stock and each additional share of Preferred Stock that would have otherwise been paid to the holder of such Preferred Stock from and including the immediately preceding dividend payment date to September 30, 2014, and (or such lesser maximum amount y) in respect of each share of Common Stock issued upon conversion of Preferred Stock that is permitted a Registrable Security, in an amount equal to 2.00% per annum of the quotient of (i) the accrued liquidation preference of the share of Preferred Stock at the time of its conversion, divided by (ii) the number of shares of Common Stock issued upon conversion of such share of Preferred Stock. Special Payments shall accrue from the applicable Registration Default Date until all Registration Defaults have been cured, and shall be paid by payable quarterly in arrears on each January 1, April 1, July 1 and October 1 following the applicable law) Registration Default Date to the Holder, accruing daily from record holder of the applicable security on the date that is 15 days prior to such partial liquidated damages are due payment date, until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to Special Payments payable in respect of any Registration Default Period shall be computed on the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior 360-day year consisting of twelve 30-day months. Special Payments shall be payable only with respect to a single Registration Default at any given time, notwithstanding the cure fact that multiple Registration Defaults may have occurred and be continuing. (e) The registration rights granted under this Section 2 shall automatically terminate as of an Eventthe date and time at which all Registrable Securities are Freely Tradable.

Registration. (a) As soon as practicable following the Closing On or prior to each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement required filed hereunder shall be on Form S-1 S-3 (or except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” substantially in the form circulated , subject to the Holders provisions of Section 4.17(e)); provided, however, that no Purchaser shall be required to be named as an “underwriter” without such Purchaser’s express prior to filing the Registration Statementwritten consent. Subject to the terms of this Agreement, the Company shall use commercially reasonable its best efforts to cause the a Registration Statement filed under this Agreement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the applicable Effectiveness Date, and shall use commercially reasonable its best efforts to keep the such Registration Statement continuously effective under the Securities Act until the date when that all Registrable Securities covered by the such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent Transfer Agent and the affected Holders Purchasers (the “Effectiveness Period”). . The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (bNew York City time) If: (i) on a Trading Day. The Company shall immediately notify the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven Trading Days Purchasers via facsimile or by e-mail of the date effectiveness of a Registration Statement on the same Trading Day that the Company is notified by the Commission that a Registration Statement will not be “reviewed,” or is not subject to further review, or (ii) prior to the date when such Registration Statement is first declared effective by telephonically confirms effectiveness with the Commission, which shall be the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect date requesteds for effectiveness of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (iv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days during any 12 month period (which need not be consecutive Trading Days)(any such failure or breach being referred to as an “Event,” and for purposes of clause (iii) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (ii) the date which such 20 calendar days is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an EventStatement.

Registration. (a) As soon as practicable following On or prior to the Closing Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-1 S-3 (or except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing attached hereto as Annex A. The Company shall cause the Registration StatementStatement to become effective and remain effective as provided herein. Subject to the terms of this Agreement, the The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date or such later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). (b) If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holder the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)); provided, however, that if a Holder fails to provide the Company with any information that is required to be provided in the Registration Statement with respect to such Holder pursuant to Section 3(k), then the Filing Date shall be extended until two Trading Days following the date of receipt by the Company of such required information, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or is not subject to further review, or (iiiii) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days ten Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iiiiv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (ivv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days during any 12 month period cases ten Trading Days (which need not be consecutive Trading Days)(any days) in the aggregate during any 12-month period (any such failure or breach being referred to as an “Event,” and for purposes of clause (iiii) or (iv) the date on which such Event occurs, or for purposes of clause (iii) the date on which such seven five Trading Day period is exceeded, or for purposes of clauses (iii) the date which such ten Trading Day period is exceeded, or for purposes of clause (ii) the date which such 20 calendar days is exceeded, or for purposes of clause (ivv) the date on which such 10 or 15 calendar day period, as applicable, ten Trading Day period is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.02% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0equal to 2% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 1218% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable but in any case prior to the 30th day following the date such number is exceeded, an additional Registration Statement covering the resale of by the Holders of not less than all of such Registrable Securities and the Company shall use commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as reasonably practicable thereafter.

Registration. (a) As soon as practicable following On or prior to the Closing Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be , on Form S-1 S-3 (or on another such other form appropriate form in accordance herewithfor such purpose). The Such Registration Statement required hereunder shall contain (except if otherwise directed by required pursuant to written comments received from the HoldersCommission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur without such Holder’s written consent) the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statement. Subject to the terms of this Agreement, the attached hereto as Annex A. The Company shall use commercially reasonable efforts to cause the such Registration Statement to be declared effective under the Securities Act as promptly soon as possible after the filing thereofbut, but in any event not event, no later than the its Effectiveness Date, and shall use commercially its reasonable best efforts to keep the Registration Statement continuously effective during the entire Effectiveness Period. By 5:00 p.m. (New York City time) on the first Business Day immediately following the Effective Date of such Registration Statement in which the Commission accepts filings on its ▇▇▇▇▇ database, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act until the date when all Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Registration Statement have been sold (whether or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to not such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”filing is technically required under such Rule). (b) Notwithstanding the other provisions of this Section 2, if the Company receives Commission Comments, and following discussions with the Commission in which the Company uses reasonable efforts and devotes a reasonable amount of time to cause as many Registrable Securities as possible to be included in the Registration Statement filed pursuant to Section 2(a) without characterizing any Holder as an underwriter, the Company is unable to cause the inclusion of all such Registrable Securities, then the Company will have the right, on one Trading Day prior written notice to the Holders, to (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 (provided, the Company may not name any Holder as an underwriter without such Holder’s prior written consent) (collectively, the “SEC Restrictions”). Any cut-back imposed pursuant to this Section 2(b) shall be allocated first to the Placement Agent Warrant Shares and then among the Shares of the Holders on a pro rata basis, unless the SEC Restrictions otherwise require. No liquidated damages shall accrue on or as to any Cut Back Shares until such time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions (any such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all of the provisions of this Section 2 (including the liquidated damages provisions) shall again be applicable to the Cut Back Shares; provided, however, that for such purposes the Closing Date shall be deemed to be the Restriction Termination Date. For the avoidance of doubt, the Company will prepare and file additional Registration Statements in accordance with the terms hereof until such time as all such required shares are covered by effective Registration Statements. (c) If: (i) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven Trading Days of the date that the Company is notified by the Commission that a Registration Statement will is not filed on or prior to its Filing Date covering the Registrable Securities required under this Agreement to be included therein (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be “reviewed,” or is not subject deemed to further reviewhave satisfied this clause (i)), or (ii) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before prior to its required Effectiveness Date or if by the Effectiveness Datefirst Business Day immediately following the Effective Date in which the Commission accepts filings on its ▇▇▇▇▇ database, the Company shall not have filed a “final” prospectus for the Registration Statement with the Commission under Rule 424(b) in accordance with the terms hereof (whether or not such a prospectus is technically required by such Rule), or (iviii) after a its Effective Date, without regard for the reason thereunder or efforts therefor, such Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously be effective and available to the Holders as to all Registrable Securities for to which it is required to be effective, or cover at any time prior to the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, expiration of its Effectiveness Period for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days 30 Trading Days during any 12 12-month period (which need not be consecutive Trading Days)(any consecutive) (any such failure or breach being referred to as an “Event,” and for purposes of clause clauses (iiii) or (ii) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (iiiii) the date which such 20 calendar days 30 Trading Day-period is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on the last day of each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of 30-day period after each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0equal to 1.0% of the aggregate purchase price Investment Amount paid by such Holder for Shares pursuant to the Purchase Agreement. The parties agree that (1) the Company will not be liable for liquidated damages under this Agreement with respect to any warrants issued to any placement agent as compensation in connection with the financing that is the subject of the Purchase Agreement or Placement Agent Warrant Shares and (2) in no event will the Company be liable for liquidated damages under this Agreement in excess of 1.0% of the aggregate Investment Amount of the Holders in any 30-day period, and (3) the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be twelve percent (12%) of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in fullAgreement. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month each 30-day period prior to the cure of an Event, and shall cease to accrue (unless earlier cured) upon the expiration of the Effectiveness Period. (d) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The Company shall not be required to include the Registrable Securities of a Holder in a Registration Statement and shall not be required to pay any liquidated or other damages under Section 2(c) to any Holder who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least four Trading Days prior to the Filing Date (subject to the requirements set forth in Section 3(a)).

Registration. (a) As soon as practicable following On or prior to the Closing Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-1 S-3 (or except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall cause the Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statementbecome effective and remain effective as provided herein. Subject to the terms of this Agreement, the The Company shall use commercially its reasonable commercial efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the Effectiveness Date, and shall use commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities covered by the Registration Statement have been sold or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s 's transfer agent and the affected Holders (the “"Effectiveness Period”"). (b) If: (i) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven Trading Days of the date that the Company is notified by the Commission that a any Registration Statement will not be “reviewed,” or is not subject to further review, filed on or (ii) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or Filing Date; (iiiii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before by the Effectiveness Date, or ; (iviii) after a Registration Statement is first filed with and declared effective by the Commission, it such Registration Statement ceases for any reason to remain continuously be effective (by suspension or otherwise) as to all Registrable Securities for to which it is required to be relate at any time prior to the expiration of the Effectiveness Period (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective); or (iv) the Common Stock is not listed or quoted, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securitiesis suspended from trading on any Trading Market, for in any such case 10 calendar consecutive days but no more than an aggregate a period of 15 calendar days during any 12 month period three (which need not be 3) consecutive Trading Days)(any Days (provided the Company shall not have been able to cure such trading suspension within 30 days of the notice thereof or list the Common Stock on any of the NASD OTC Bulletin Board, BBX Exchange, NASDAQ SmallCap Market, the Nasdaq National Market, American Stock Exchange or New York Stock Exchange (the "Trading Market")) (any such failure or breach being referred to as an “"Event,” " and for purposes of clause (iiii), (ii) or (iv) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (iiiii) the date which such 30 day or 20 calendar days consecutive day period (as the case may be) is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day periodthree (3) Trading Day period is exceeded, as applicable, is exceeded being referred to as “"Event Date”"), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any each thirty (30) day period (prorated for partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable lawperiods) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure original principal amount of the Note. Such liquidation damages shall be paid not less than each thirty (30) days during an EventEvent and within three (3) days following the date on which such Event has been cured by the Company.

Registration. Employer shall grant the shares of Class B Common Stock under the LTIP if it is able to do so under the terms of the plan and applicable law. If (a) As soon Employer is a Publicly Traded Company at the time that the shares of Class B Common Stock are required to be granted to you as practicable the 2016 Performance Award and (b) Employer is unable to grant such shares to you under the LTIP at such time (e.g., following your death or termination due to incapacity, or if you elect not to continue your employment as an Advisor or a Producer following expiration of the Employment Term), then Employer shall grant to you the shares of Class B Common Stock at the applicable time set forth in paragraph 1 above and, in addition, shall file a registration statement with regard to such shares with the Securities and Exchange Commission (the “SEC”) on Form S-3 (or such other form as Employer deems appropriate) no more than thirty (30) calendar days following the Closing Date, the Company shall prepare date of grant and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-1 (or on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statement. Subject to the terms of this Agreement, the Company shall use commercially reasonable best efforts to cause the Registration Statement registration statement to be declared become effective as soon as practicable; provided, however, that if Employer is not eligible for or is otherwise restricted from filing such registration statement with the SEC, then Employer shall use reasonable best efforts to effect the registration of such shares of Class B Common Stock granted to you as the 2016 Performance Award as soon as practicable; provided, further, however, that if, in the good faith reasonable judgment of the Chief Legal Officer of the Employer, the filing of such a registration statement would require the disclosure of material non-public information that Employer has a business purpose to keep confidential, then, upon notice to you, (x) if Employer qualifies as a “well-known seasoned issuer” (“WKSI”) under the Securities Act of 1933, as promptly as possible after amended, at such time, the filing thereof, but in any event and effectiveness of the registration statement may be postponed for a period not later than the Effectiveness Date, and shall use commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until exceed ninety (90) days from the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). (b) If: (i) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven Trading Days of the date that the Company is notified by the Commission that a Registration Statement will not be “reviewed,” or is not subject to further review, or (ii) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (iv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days during any 12 month period (which need not be consecutive Trading Days)(any such failure or breach being referred to as an “Event,” and for purposes of clause (iii) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (ii) the date which such 20 calendar days is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; grant and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall Employer is not have been cured by a WKSI at such date) until the applicable Event is curedtime, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0% filing of the aggregate purchase price paid by such Holder pursuant registration statement may be postponed for a period not to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven exceed ninety (90) days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date of grant and Employer shall use reasonable best efforts to cause the registration statement to become effective as soon as practicable thereafter. Any such partial liquidated damages are due until postponement described above shall not exceed such amounts, plus all such interest thereon, are paid number of days that the Chief Legal Officer of Employer determines in full. The partial liquidated damages pursuant good faith to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Eventbe reasonably necessary.

Registration. (a) As soon as practicable following the Closing On or prior to each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement required filed hereunder shall be on Form S-1 (or on another appropriate form in accordance herewith). The Registration Statement required hereunder and shall contain (except if unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statement. attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use commercially reasonable its best efforts to cause the a Registration Statement filed hereunder to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than prior to the applicable Effectiveness Date, and shall use commercially reasonable its best efforts to keep the such Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by the such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) (A) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k144 and (B) (I) may be sold without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 or (II) the Company is in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b). Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(b), if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion 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 represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and second by Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders) (the permitted excluded Conversion Shares and Warrant Shares, the “Cutback Shares”); provided, however, that, prior to any reduction in the number of Registrable Securities included in a Registration Statement as set forth in this sentence, all shares of Common Stock set forth on Schedule 6(b) hereto shall be reduced first. In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. (b) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated under by the Commission pursuant to the Securities Act, within seven five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a such Registration Statement will not be “reviewed,” or is will not be subject to further review, or (iiiii) prior to the effective date when such of a Registration Statement is first declared effective by the CommissionStatement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 thirty (30) calendar days (the “Comment Response Period”) after the receipt of comments by or notice from the Commission that such amendment is required in order for a such Registration Statement to be declared effective, assuming provided, however, if the termination date of such Comment Response Period falls between February 12, 2010 and March 31, 2010 and as to any comments that are solely financial or accounting based comments from the Commission, the Comment Response Period shall be automatically extended to the fifth (5th) business day after the Company’s financial statements are not stale filing of its annual report on Form 10-K or (iv) as to, in the aggregate among all Holders on a pro-rata basis based on their purchase of the time of filing of such Registration Statement and that Securities pursuant to the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expensePurchase Agreement, or (iii) a Registration Statement filed or required to be filed hereunder registering for resale all of the Initial Shares is not declared effective by the Commission on or before by the Effectiveness DateDate of the Initial Registration Statement, or (ivv) after the effective date of a Registration Statement, such Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effectiveincluded in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 more than twenty (20) consecutive calendar consecutive days but no or more than an aggregate of 15 thirty (30) calendar days during any 12 month period (which need not be consecutive Trading Days)(any calendar days) during any 12-month period, or (vi) the Company shall fail for any reason to satisfy the current public information requirement under Rule 144 as to the applicable Registrable Securities (any such failure or breach being referred to as an “Event,” ”, and for purposes of clause clauses (iii) i), (iv), and (vi), the date on which such Event occurs, or and for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes purpose of clause (ii) the date on which such 20 calendar days five (5) Trading Day period is exceeded, or and for purposes purpose of clause (iviii) the date which such thirty (30) calendar day period is exceeded, and for purpose of clause (v) the date on which such 10 twenty (20) or 15 thirty (30) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then then, in addition to any other rights the Holders may have hereunder or under applicable law: , (xA) on each such applicable Event Date Date, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.00.5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by such Holder; Holder and (yB) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0equal to 1.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by such Holder. The parties agree that (1) the Company shall not be liable for liquidated damages under this Agreement with respect to any unexercised Warrants, Warrant Shares or any Cutback Shares and (2) the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 6.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-pro rata basis for any portion of a month prior to the cure of an Event.

Registration. (a) As soon as practicable following the Closing On or prior to each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement required filed hereunder shall be on Form S-1 (or on another such other appropriate form in accordance herewith). The Registration Statement required hereunder , subject to the provisions of Section 2(e) and shall contain (except if otherwise directed by the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially in the form circulated “Selling Shareholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to the Holders be named as an “underwriter” without such Holder’s express prior to filing the Registration Statementwritten consent. Subject to the terms of this Agreement, the Company shall use commercially reasonable its best efforts to cause the a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the applicable Effectiveness Date, and shall use commercially reasonable its best efforts to keep the such Registration Statement continuously effective under the Securities Act Act, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until the date when that all Registrable Securities covered by the such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent Transfer Agent and the affected Holders (the period commencing on the Effectiveness Date and ending on the later of the dates set forth in clause (i) or (ii) of the provision, the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-1 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to use reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Securities Act Rules Compliance and Disclosure Interpretation Question 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion 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 be reduced as follows: (i) First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; and (ii) Second, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares, Placement Agent Warrant Shares and Strategic Advisor Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares, Placement Agent Warrant Shares and Strategic Advisor Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares, Placement Agent Warrant Shares and Strategic Advisor Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such ▇▇▇▇▇▇’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, and to use its commercially reasonable efforts to cause the Commission to declare such registration statement covering the Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, effective as soon as practicable after the date. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein or the Company subsequently withdraws the filing of the Registration Statement, for reasons other than at the request of the Holders of a majority in interest of the Registrable Securities to withdraw the Registration Statement, the Company shall be deemed to have not satisfied this clause (i) and any such event or circumstance shall thus constitute an “Event” as defined below), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated under by the Commission pursuant to the Securities Act, within seven five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a such Registration Statement will not be “reviewed,” or is will not be subject to further review, or (iiiii) prior to the effective date when such of a Registration Statement is first declared effective by the CommissionStatement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a such Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iiiiv) a Registration Statement filed or required registering for resale all of the Registrable Securities, subject to be filed hereunder the cutback limitations set forth in Section 2(c) of this Agreement, is not declared effective by the Commission on or before by the Effectiveness DateDate of the Initial Registration Statement (provided that, if the Registration Statement does not allow for the resale of Registrable Securities at prevailing market prices (i.e., only allows for fixed price sales), the Company shall have been deemed to have not satisfied this clause and any such event or circumstance shall thus constitute an “Event” as defined below), or (ivv) after the effective date of a Registration Statement, such Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effectiveincluded in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 more than ten (10) consecutive calendar consecutive days but no or more than an aggregate of 15 fifteen (15) calendar days during any 12 month period (which need not be consecutive Trading Days)(any calendar days) during any 12-month period (any such failure or breach being referred to as an “Event,” ”, and for purposes of clause clauses (iiii) and (iv), the date on which such Event occurs, or and for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes purpose of clause (ii) the date on which such 20 calendar days five (5) Trading Day period is exceeded, or and for purposes purpose of clause (iviii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such 10 ten (10) or 15 fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then then, in addition to any other rights the Holders may have hereunder or under applicable law: (x) , on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0% equal to $1,000 per day of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holderfailure. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 1218% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-pro rata basis for any portion of a month prior to the cure of an Event. (e) The Company shall register the resale of the Registrable Securities on Form S-3 under the Securities Act (or in the event that the Company is ineligible to use such form, such other form as the Company is eligible to use under the Securities Act provided that such other form shall be converted into an S-3 as soon as Form S-3 becomes available to the Company), provided that the Company shall maintain and effectiveness of and update as required 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 Commission. (f) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) As soon as practicable following the Closing On or prior to each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement required filed hereunder shall be on Form S-1 (or on another appropriate form in accordance herewith). The Registration Statement required hereunder and shall contain (except if unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially in the form circulated “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to the Holders be named as an “underwriter” without such Holder’s express prior to filing the Registration Statementwritten consent. Subject to the terms of this Agreement, the Company shall use commercially reasonable its best efforts to cause the a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the applicable Effectiveness Date, and shall use commercially reasonable its best efforts to keep the such Registration Statement continuously effective under the Securities Act until the date when that all Registrable Securities covered by the such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders); and c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated under by the Commission pursuant to the Securities Act, within seven five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a such Registration Statement will not be “reviewed,” or is will not be subject to further review, or (iiiii) prior to the effective date when such of a Registration Statement is first declared effective by the CommissionStatement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a such Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iiiiv) a Registration Statement filed or required to be filed hereunder registering for resale all of the Registrable Securities is not declared effective by the Commission on or before by the Effectiveness DateDate of the Initial Registration Statement, or (ivv) after the effective date of a Registration Statement, such Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effectiveincluded in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 more than ten (10) consecutive calendar consecutive days but no or more than an aggregate of 15 fifteen (15) calendar days during any 12 month period (which need not be consecutive Trading Days)(any calendar days) during any 12-month period (any such failure or breach being referred to as an “Event,” ”, and for purposes of clause clauses (iiii) and (iv), the date on which such Event occurs, or and for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes purpose of clause (ii) the date on which such 20 calendar days five (5) Trading Day period is exceeded, or and for purposes purpose of clause (iviii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such 10 ten (10) or 15 fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then then, in addition to any other rights the Holders may have hereunder or under applicable law: (x) , on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% of multiplied by the aggregate purchase price Subscription Amount paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid by such HolderHolder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 1218% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-pro rata basis for any portion of a month prior to the cure of an Event. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) As soon as practicable following On or prior to the Closing Date, Filing Date the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-1 SB-2 (or except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall cause the Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statementbecome effective and remain effective as provided herein. Subject to the terms of this Agreement, the The Company shall use commercially its reasonable commercial efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the Effectiveness Date, and . The Company shall use commercially its reasonable commercial efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities covered by the Registration Statement have been sold or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s 's transfer agent and the affected Holders (the “"Effectiveness Period”"). (b) If: (i) the Company fails Registration Statement is not filed on or prior to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under Filing Date; (ii) the Securities Act, within seven Trading Days of the date that the Company Registration Statement is notified not declared effective by the Commission that a Registration Statement will not be “reviewed,” or is not subject to further review, or by the Effectiveness Date; (iiiii) prior to after the date when such Registration Statement is first filed with and declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement ceases to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort effective (by suspension or expense, or (iiiotherwise) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (iv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for to which it is required to be relate at any time prior to the expiration of the Effectiveness Period (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective); or (iv) the Common Stock is not listed or quoted, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, is suspended from trading on any Trading Market for in any such case 10 calendar consecutive days but no more than an aggregate a period of 15 calendar days during any 12 month period three (which need not be 3) consecutive Trading Days)(any Days (provided the Company shall not have been able to cure such trading suspension within 30 days of the notice thereof or list the Common Stock on another Trading Market); (any such failure or breach being referred to as an “"Event,” " and for purposes of clause (iiii) or (ii) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (iiiii) the date which such 30 day or 20 calendar days consecutive day period (as the case may be) is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day periodthree (3) Trading Day period is exceeded, as applicable, is exceeded being referred to as “"Event Date”"), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% for each thirty (30) day period (prorated for partial periods) on a daily basis of the aggregate purchase price original principal amount of the Note. While such Event continues, such liquidated damages shall be paid not less often than each thirty (30) days. Any unpaid liquidated damages as of the date when an Event has been cured by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full shall be paid within seven three (3) days after following the date payableon which such Event has been cured by the Company. (c) Within three business days of the date the Registration Statement becomes effective, the Company will pay interest thereon at shall cause its counsel to issue a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) blanket opinion in the form attached hereto as Exhibit A, to the Holder, accruing daily from transfer agent stating that the date such partial liquidated damages shares are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant subject to the terms hereof shall apply on a daily pro-rata basis for any portion an effective registration statement and can be reissued free of restrictive legend upon notice of a month prior sale by Laurus and confirmation by Laurus that it has complied with the prospectus delivery requirements, provided that the Company has not advised the transfer agent orally or in writing that the opinion has been withdrawn. Copies of the blanket opinion required by this Section 2(c) shall be delivered to Laurus within the cure of an Eventtime frame set forth above.

Registration. The Company will use its reasonable best efforts to effect a registration to permit the sale of the Registrable Securities as described below, and pursuant thereto the Company will: (a) As soon prepare and file and use its reasonable best efforts to have declared effective by March 31, 1997 by the SEC, a Registration Statement on Form S-3 relating to resale of all of the shares of the Registrable Securities and use its reasonable best efforts to cause such Registration Statement to remain continuously effective for a period which will terminate when all Registrable Securities covered by such Registration Statements, as practicable following amended from time to time, have been sold or when the Closing DateRegistrable Securities may be sold under Rule 144(k) under the 1933 Act. If such Registration Statement is not declared effective by the SEC by March 31, 1997 then on the first business day thereafter the Company shall issue to Investor additional shares of Common Stock equal to 2% of the shares of Common Stock previously issued to Investor hereunder. If such Registration Statement has not been declared effective prior to the end of any succeeding month then on the first business day thereafter the Company shall issue to Investor shares of Common Stock equal to 1.5% of the shares of Common Stock previously issued to Investor hereunder. (b) prepare and file with the Commission SEC such amendments and post-effective amendments to the Registration Statement covering and the resale Prospectus as may be necessary to keep such Registration Statement effective for the period specified in Section 4.2(a) and to comply with the provisions of the 1933 Act and the 1934 Act with respect to the distribution of all Registrable Securities; (c) notify the Investor, promptly, and confirm such notice in writing, (i) when the Prospectus or any supplement or post-effective amendment has been filed, and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC for amendments or supplements to the Registration Statement or Prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, and (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for an offering sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (d) make every reasonable effort to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-1 (or on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by obtain the Holders) withdrawal of any order suspending the “Plan effectiveness of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statement. Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to cause the Registration Statement at the earliest possible moment; (e) furnish to be declared effective under the Securities Act as promptly as possible after the filing thereofInvestor, but in any event not later than the Effectiveness Datewithout charge, and shall use commercially reasonable efforts to keep at least one copy of the Registration Statement continuously and any post-effective under amendment thereto, including financial statements and schedules, all, upon a Investor's request, documents incorporated therein by reference and all exhibits thereto (including those incorporated by reference); (f) deliver to the Securities Act until Investor, without charge, as many copies of the date when Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as Investor may reasonably request in order to facilitate the disposition of the Registrable Securities; (g) cause all Registrable Securities covered by the Registration Statement have been sold to be listed on each securities exchange or market on which similar securities issued by the Company are (i) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act and take such other actions as may be sold without volume restrictions pursuant reasonably necessary to Rule 144(k) as determined by facilitate the counsel registration of the Registrable Securities hereunder. Investor shall furnish to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to information regarding the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). (b) If: (i) distribution of such securities as the Company fails may from time to file with the Commission a time reasonably request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven Trading Days of the date that the Company is notified by the Commission that a Registration Statement will not be “reviewed,” or is not subject to further review, or (ii) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (iv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days during any 12 month period (which need not be consecutive Trading Days)(any such failure or breach being referred to as an “Event,” and for purposes of clause (iii) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (ii) the date which such 20 calendar days is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holderwriting. If the Company fails delivers a certificate in writing to pay any partial liquidated damages the Investor, to the effect that a delay in the sale of Registrable Securities by the Investor under the Registration Statement is necessary because a sale pursuant to this Section such Registration Statement in full within seven days after its then current form would reasonably be expected to constitute a violation of the date payablefederal securities laws then the Investor shall agree not to sell or otherwise transfer such Registrable Securities for the period of time specified by the Company in its certificate. In no event shall such delay exceed ten (10) business days; provided, however, that if, prior to the expiration of such ten (10) business day period, the Company will pay interest thereon at delivers a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) certificate in writing to the Holder, accruing daily from Investor to the date effect that a further delay in such partial liquidated damages are due until sale beyond such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages ten (10) business day period is necessary because a sale pursuant to such Registration Statement in its then current form would reasonably be expected to constitute a violation of the terms hereof shall apply on a daily pro-rata basis federal securities laws, the Company may refuse to permit the Investor to resell any Registrable Securities pursuant to such Registration Statement for any portion of a month prior an additional period not to the cure of an Eventexceed five (5) business days.

Registration. (a) As soon as practicable following On or prior to the Closing Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale offer and sale of all of the Registrable Securities for an offering with the offer to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-1 S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3 or the SEC otherwise takes the position that Form S-3 is not the appropriate form for the offer and sale of the Registrable Securities), in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the HoldersHolder and agreed to by the Company) a description of the “Plan of Distribution which will include, but not necessarily be limited to, the information and substance included in Annex A attached hereto (the "Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statement"). Subject to the terms of this Agreement, the Company shall use commercially its reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible practical after the filing thereof, but in any event not later than the Effectiveness Date, and shall use commercially its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by until the counsel to date which is the first anniversary of the date of this Agreement (the "Effectiveness Period"). The Company shall notify the Holders via facsimile of the effectiveness of the Registration Statement no later than the following Trading Day that the Company pursuant to a written opinion letter to such effect, addressed and acceptable to receives notification of the Company’s transfer agent and effectiveness from the affected Holders (the “Effectiveness Period”)Commission. (b) If: (i) a Registration Statement is not filed on or prior to the Filing Date (if the Company files a Registration Statement without affording Holder the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Registration Statement has not been declared effective by the Commission within ninety (90) days of the Closing Date (or within one hundred twenty (120) days if the Registration Statement receives a "full review" from the Commission or (iii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven five Trading Days of after the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “"reviewed,” " or is not subject to further review, or (iiiv) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (iv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 20 consecutive calendar consecutive days but no more than an aggregate of 15 60 calendar days during any 12 month period (which need not be consecutive Trading Days)(any such failure or breach being referred to as an “"Event,” " and for purposes of clause (iiii), (ii) or (iv) the date on which such Event occurs, or for purposes of clause (iiii) the date on which such seven three Trading Day period is exceeded, or for purposes of clause (iiiv) the date which such 20 calendar days day period is exceeded, or for purposes of clause (iv) the date on which such 10 20 or 15 60 calendar day period, as applicable, is exceeded being referred to as “"Event Date”"), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) , then, on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0equal to 1.0% per month of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by Holder (such Holderamount to be prorated for partial months), up to a maximum of 9.0%. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 1218% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event.

Registration. (a) As soon as practicable following On or prior to the Closing DateFiling Deadline, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-1 (or on another appropriate form in accordance herewith). The Registration Statement required hereunder and shall contain (except if otherwise directed by required pursuant to written comments received from the HoldersCommission upon a review of such Registration Statement) the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statement. Subject to the terms of this Agreement, the attached hereto as Annex A. (b) The Company shall use commercially its reasonable best efforts to cause the Registration Statement to be declared effective by the Commission as soon as practicable and, in any event, no later than the Effectiveness Deadline (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act as promptly as possible within five (5) Business Days after the filing thereofdate that the Company is notified (orally or in writing, but in any event whichever is earlier) by the Commission that a Registration Statement will not later than be “reviewed,” or not be subject to further review and the Effectiveness Date, effectiveness of the Registration Statement may be accelerated) and shall use commercially its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the earliest of: (i) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders; (ii) the date when that all Registrable Securities covered by the Registration Statement have been sold or may be sold by non-affiliates without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders Holders; and (iii) the second anniversary of this Agreement (the “Effectiveness Period”). The Company shall ensure that each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading. Such Registration Statement shall also cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. (bc) If: (i) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven Trading Days of the date that the Company is notified by the Commission that a Registration Statement will not be “reviewed,” or is not subject to further review, filed on or (ii) prior to the date when such Registration Statement is first declared effective by the CommissionFiling Deadline, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iiiii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission (or otherwise does not become effective) on or before the prior to its Effectiveness Deadline or (iii) after its Effective Date, or (iv) after a such Registration Statement is first declared effective by the Commission, it ceases for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding the inability of any Holder to sell the Registrable Securities covered thereby due to market conditions, to remain continuously effective and available to the Holders as to all Registrable Securities for to which it is required to be effective, cover at any time prior to the expiration of the Effectiveness Period for an aggregate of more than 20 consecutive Trading Days or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days during 40 Trading Days in any 12 12-month period (which need not be consecutive Trading Days)(any consecutive), (any such failure or breach in clauses (i), (ii) or (iii) above being referred to as an “Event,” and and, for purposes of clause clauses (iiii) or (ii), the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceedediii), or for purposes of clause (ii) the date which such 20 calendar days consecutive or 40 Trading Day period (as applicable) is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights available to the Holders may have hereunder or under applicable lawHolders: (x) on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.01.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such HolderHolder (which remedy shall not be exclusive of any other remedies available under this Agreement); and (y) on each monthly anniversary of each such Event Date thereof (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0equal to 1.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such HolderHolder (which remedy shall not be exclusive of any other remedies available under this Agreement). If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date such liquidated damages are payable, the Company will pay interest thereon at a rate of 1210% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event, except in the case of the first Event Date. Notwithstanding the foregoing, the maximum payment to a Holder associated with all Events in the aggregate shall not exceed (i) in any 30-day period, an aggregate of 1.0% of the purchase price paid by such Holder for its Registrable Securities (plus interest accrued thereon, if applicable) and (ii) 10.0% of the purchase paid by such Holder for its Registrable Securities. (d) The Company shall not, from the date hereof until the date occurring sixty (60) days after the Effective Date of the Registration Statement, prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities other than a registration statement on Form S-8 or, in connection with an acquisition, on Form S-4. (e) Each Holder agrees to furnish to the Company a completed Selling Shareholder Questionnaire. The Company shall not be required to include the Registrable Securities of a Holder in a Registration Statement who fails to furnish to the Company a fully completed Selling Shareholder Questionnaire at least two Trading Days prior to the Filing Deadline (subject to the requirements set forth in Section 3(a)). (f) Notwithstanding anything in this Agreement to the contrary, if the Commission refuses to declare a Registration Statement filed pursuant to this Agreement effective as a valid secondary offering under Rule 415 due to the number of Registrable Securities included in such Registration Statement relative to the outstanding number of shares of Common Stock, then, without any liability under Section 2(c) or any further obligation to register such excess Registrable Securities, the Company shall be permitted to reduce the number of Registrable Securities included in such Registration Statement to an amount that does not exceed an amount that the Commission allows for the offering thereunder to qualify as a valid secondary offering under Rule 415.

Registration. (a) As soon as practicable following the Closing Date, On or prior to each Filing Date the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities for an a selling stockholder resale offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-1 SB-2 or Form S-3 (or except if the Company is not then eligible to register for resale the Registrable Securities on such Forms, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall cause the Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statementbecome effective and remain effective as provided herein. Subject to the terms of this Agreement, the The Company shall use commercially its reasonable commercial efforts to cause the each Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the Effectiveness Date, and . The Company shall use commercially its reasonable commercial efforts to keep the each Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities covered by the such Registration Statement have been sold sold, or (ii) all Registrable Securities covered by such Registration Statement may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the each, an “Effectiveness Period”). (b) If: (i) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven Trading Days Within three business days of the date that the Company is notified by the Commission that a Registration Statement will not be “reviewed,” or is not subject to further review, or (ii) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (iv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days during any 12 month period (which need not be consecutive Trading Days)(any such failure or breach being referred to as an “Event,” and for purposes of clause (iii) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (ii) the date which such 20 calendar days is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company shall pay cause its counsel to each Holder issue a blanket opinion substantially in the form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an amount effective registration statement and can be reissued free of restrictive legend upon notice of a sale by the Purchaser and confirmation by the Purchaser that it has complied with the prospectus delivery requirements, provided that the Company or such counsel has not advised the transfer agent orally or in cash, as partial liquidated damages and not as a penalty, equal to 2.0% writing that the opinion has been withdrawn. Copies of the aggregate purchase price paid blanket opinion required by such Holder pursuant this Section 2(b) shall be delivered to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if Purchaser within the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Eventtime frame set forth above.

Registration. (a) As soon as practicable following On or prior to the Closing Date, Filing Date the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities for an a selling stockholder resale offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-1 S-3 (or except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall cause each Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statementbecome effective and remain effective as provided herein. Subject to the terms of this Agreement, the The Company shall use commercially its reasonable commercial efforts to cause the each Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the Effectiveness Date, and . The Company shall use commercially its reasonable commercial efforts to keep the each Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities have been sold or (ii) all Registrable Securities covered by the such Registration Statement have been sold or may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). (b) If: (i) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven Trading Days of the date that the Company is notified by the Commission that a any Registration Statement will not be “reviewed,” or is not subject to further review, filed on or (ii) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or applicable Filing Date; (iiiii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before by the applicable Effectiveness Date, or ; (iviii) after a Registration Statement is first filed with and declared effective by the Commission, it a Discontinuation Event (as hereafter defined) shall occur and be continuing, or such Registration Statement ceases for any reason to remain continuously be effective (by suspension or otherwise) as to all Registrable Securities for to which it is required to be relate at any time prior to the expiration of the Effectiveness Period (without being succeeded immediately by an additional registration statement filed and declared effective), for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective); or (iv) the Common Stock is not listed or quoted, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, is suspended from trading on any Trading Market for in any such case 10 calendar consecutive days but no more than an aggregate a period of 15 calendar days during any 12 month period three (which need not be 3) consecutive Trading Days)(any Days (provided the Company shall not have been able to cure such trading suspension within 30 days of the notice thereof or list the Common Stock on another Trading Market); (any such failure or breach being referred to as an “Event,” and for purposes of clause (iiii) or (ii) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (iiiii) the date which such 30 day or 20 calendar days consecutive day period (as the case may be) is exceeded, or for purposes of clause (iv) the date on which such 10 three (3) Trading Day period is exceeded, or 15 calendar day periodfor purposes of clause (iv) the date on which such three (3) Trading Day period is exceeded, as applicable, is exceeded being referred to as “Event Date”), then in addition as partial relief for the damages to the Purchaser by reason of the occurrence of any such Event (which remedy shall not be exclusive of any other rights the Holders may have hereunder remedies available at law or under applicable law: (x) on each such applicable Event Date in equity), the Company shall pay to each Holder an amount in cashthe Purchaser, as partial liquidated damages and not as a penalty, for each day that an Event has occurred and is continuing, an amount in cash equal to 2.0% one-thirtieth (1/30th) of the aggregate purchase price paid product of (A) the original principal amount of the Note multiplied by such Holder (B) 0.02. In the event the Company fails to make any payments pursuant to this Section 2(b) in a timely manner, such payments shall bear interest at the Purchase Agreement rate of 1.5% per month (prorated for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such datepartial months) until paid in full. (c) Within three business days of the applicable Event is curedEffectiveness Date, the Company shall pay cause its counsel to each Holder issue a blanket opinion in the form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an amount effective registration statement and can be reissued free of restrictive legend upon notice of a sale by the Purchaser and confirmation by the Purchaser that it has complied with the prospectus delivery requirements, provided that the Company has not advised the transfer agent orally or in cash, as partial liquidated damages and not as a penalty, 2.0% writing that the opinion has been withdrawn. Copies of the aggregate purchase price paid blanket opinion required by such Holder pursuant this Section 2(c) shall be delivered to the Purchase Agreement for any Registrable Securities then held by such Holder. If Purchaser within the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Eventtime frame set forth above.

Registration. (a) As soon as practicable following On or prior to the Closing Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the offering and resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415, or if Rule 415 is not available for offers or sales of the Registrable Securities, for such other means of distribution of Registrable Securities as the Holder may reasonably request (or, at the Holder’s option to delay such registration). The Registration Statement required hereunder shall be on Form S-3 or Form F-3, as applicable (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3 or Form F-3, in which case the Registration shall be on Form S-1 (or on F-1 or another appropriate form in accordance herewithas shall be selected by the Company upon advice of its counsel). The Registration Statement required hereunder shall contain (except if otherwise directed by the HoldersHolder) a section substantially similar to the “Plan of Distribution” substantially attached hereto as Annex A. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities on the Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders or otherwise, or if including any or all of the Registrable Securities would result in the form circulated Commission reviewing the resale of the Shares as a primary offering or require that the Investor be named as an “underwriter” in the Plan of Distribution, such Registration Statement shall register the resale of a number of Shares which is equal to the Holders prior maximum number of Shares as is permitted by the Commission without having such effects (and the Holder may designate which Registrable Securities are so included subject to filing the Registration Statementthis limitation). Subject to the terms of this Agreement, the The Company shall use commercially its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the Effectiveness Date, and shall use commercially its reasonable best efforts to keep the such Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements, and provided that if the initial filing of the Registration Statement is on Form S-1 or F-1 and Form S-3 or F-3 subsequently becomes available for use by the Company, the Company may file a post-effective amendment to convert the Registration Statement to Form S-3 or F-3) until the date which is one year after the date on which Shares are first issued pursuant to the Securities Purchase Agreement, or such earlier date when all Registrable Securities covered by the Registration Statement (i) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (ii) may be sold without volume restrictions pursuant to Rule 144(k) 144 promulgated under the Securities Act, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent and the affected Holders Holder (the “Effectiveness Period”). (b) If: (i) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven Trading Days of the date that the Company is notified by the Commission that a Registration Statement will not be “reviewed,” or is not subject to further review, or (ii) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (iv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days during any 12 month period (which need not be consecutive Trading Days)(any such failure or breach being referred to as an “Event,” and for purposes of clause (iii) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (ii) the date which such 20 calendar days is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event.

Registration. (a) As soon as practicable following Within 30 days of the Closing Datedate of the final closing under the equity financing currently being conducted by the Company (which is currently set to occur on April 6, 2007 but may be extended in the sole discretion of the Company’s Board of Directors) but in any event no later than May 31, 2007, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be , on Form S-1 (or on another such other form appropriate form in accordance herewithfor such purpose). The Such Registration Statement required hereunder shall contain (except if otherwise directed by required pursuant to written comments received from the HoldersCommission upon a review of such Registration Statement) the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statement. Subject to the terms of this Agreement, the attached hereto as Annex A. The Company shall use commercially reasonable efforts to cause the such Registration Statement to be declared effective under the Securities Act as promptly soon as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date when which is the earlier of (i) five years after its Effective Date, (ii) such time as all of the Registrable Securities covered by the such Registration Statement have been publicly sold by iVOW, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold without volume restrictions by iVOW pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent and the affected Holders iVOW (the “Effectiveness Period”). (b) If: (i) If for any reason the Commission does not permit all of the Registrable Securities to be included in the Registration Statement filed pursuant to Section 2(a), or for any other reason any outstanding Registrable Securities are not then covered by an effective Registration Statement, then the Company fails to shall prepare and file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven Trading Days of the date that the Company is notified by the Commission that a an additional Registration Statement will covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be “reviewed,” made on a continuous basis pursuant to Rule 415, on Form S-1 (or is not subject to further review, or (ii) prior to the date when on such other form appropriate for such purpose). Each such Registration Statement is first declared effective by the Commission, the Company fails shall contain (except if otherwise required pursuant to file a pre-effective amendment and otherwise respond in writing to written comments made by received from the Commission in respect upon a review of such Registration Statement within 20 calendar days after Statement) the receipt “Plan of comments by or notice from the Commission that Distribution” attached hereto as Annex A. The Company shall use commercially reasonable efforts to cause each such amendment is required in order for a Registration Statement to be declared effectiveeffective under the Securities Act as soon as possible but, assuming the Company’s financial statements are not stale as of the time of filing of in any event, by its Effectiveness Date, and shall use its commercially reasonable best efforts to keep such Registration Statement and that continuously effective under the Commission has not commented upon Securities Act during the financial statements of entire Effectiveness Period. (c) iVOW agrees to furnish to the Company and any such comments cana completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The Company shall not be responded required to within such time period without unreasonable effort or expense, or (iii) include the Registrable Securities of iVOW in a Registration Statement filed or required if iVOW fails to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (iv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason furnish to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days during any 12 month period (which need not be consecutive Trading Days)(any such failure or breach being referred to as an “Event,” and for purposes of clause (iii) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (ii) the date which such 20 calendar days is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company shall pay to each a fully completed Selling Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon Questionnaire at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month least two Trading Days prior to the cure filing of an Eventthe applicable Registration Statement. iVOW acknowledges that the Company may, in its sole discretion, include shares of capital stock held by other selling stockholders on any Registration Statement covering the resale of the Registrable Securities.

Registration. (a) As soon as practicable following The Company shall use its best efforts to file the Closing Exchange Act Registration Statement on or before June 30, 2024. On or prior to each Filing Date, the Company shall prepare and file with the Commission the SEC a Registration Statement covering the resale of all 100% of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Initial Registration Statement required shall be filed on Form S-1 and each other Registration Statement filed hereunder shall be on Form S-1 S-3 (or 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 such as Form S-1 in accordance herewith, subject to the provisions of Section 2(e). The Registration Statement required hereunder ) and shall contain (except if unless otherwise directed by at least 60% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially in the form circulated “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to the Holders be named as an “underwriter” without such H▇▇▇▇▇’s express prior to filing the Registration Statementwritten consent. Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to cause the a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the applicable Effectiveness Date, and shall use commercially reasonable efforts to keep the such Registration Statement continuously effective under the Securities Act until the date when that all Registrable Securities covered by the such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holders via e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the SEC, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Trading Day immediately after the effective date of such Registration Statement, file a final Prospectus with the SEC as required by Rule 424. (b) Notwithstanding the registration obligations set forth in Section 2(a), if the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single Registration Statement, the Company shall promptly inform each of the Holders thereof and (i) use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the SEC and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (the “New Registration Statement”), in each case, covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-1 or Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-1 or Form S-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, SEC’s Securities Act Rules Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the SEC or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the Company shall first reduce or eliminate any securities to be included other than the Registrable Securities. In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such H▇▇▇▇▇’s allotment. In the event the Company amends the Initial Registration Statement or files a New Registration Statement in accordance with the foregoing, the Company will use commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or SEC Guidance, one or more registration statements on Form S-1 or Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission SEC a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated under by the SEC pursuant to the Securities Act, within seven five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission SEC that a such Registration Statement will not be “reviewed,” or is will not be subject to further review, or (iiiii) prior to the effective date when such of a Registration Statement is first declared effective by the CommissionStatement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission SEC in respect of such Registration Statement within 20 calendar days twenty (20) Trading Days after the receipt of comments by or notice from the Commission SEC that such amendment is required in order for a such Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iiiiv) a Registration Statement filed or required to be filed hereunder registering for resale all of the Registrable Securities is not declared effective by the Commission on or before SEC by the Effectiveness DateDate of the Initial Registration Statement, or (ivv) after the effective date of a Registration Statement, such Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effectiveincluded in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 calendar more than ten (10) consecutive days but no Trading Days or more than an aggregate of 15 calendar days during any 12 month period fifteen (15) Trading Days (which need not be consecutive Trading Days)(any Days) during any 12-month period, other than with respect to the filing of a post-effective amendment on Form S-1 after the Company has filed an Annual Report on Form 10-K with the SEC (any such failure or breach being referred to as an “Event,” ”, and for purposes of clause clauses (iiii) and (iv), the date on which such Event occurs, or and for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes purpose of clause (ii) the date on which such 20 calendar days five (5) Trading Day period is exceeded, or and for purposes purpose of clause (iviii) the date which such ten (10) Trading Day period is exceeded, and for purpose of clause (v) the date on which such 10 ten (10) or 15 calendar day fifteen (15) Trading Day period, as applicable, is exceeded being referred to as “Event Date”), then then, in addition to any other rights the Holders may have hereunder or under applicable law: (x) , on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% of multiplied by the aggregate purchase price Subscription Amount (as defined in the Investment Agreement) paid by such Holder pursuant to the Purchase Investment Agreement. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement for any Registrable Securities then held shall be 20.00% of the aggregate Subscription Amount paid by such HolderHolder pursuant to the Investment Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days five (5) Business Days after the date payable, the Company will pay interest thereon at a rate of twelve percent (12% %) per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-pro rata basis for any portion of a month prior to the cure of an Event. (e) 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 another appropriate form and (ii) agrees to register the Registrable Securities on Form S-3 as soon as reasonably practicable after 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 Securities has been declared effective by the SEC. The Initial Registration Statement shall be filed on Form S-1. (f) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as an “underwriter” without the prior written consent of such Holder.

Registration. (a) As soon as practicable following The Company shall file a Registration Statement on Form S-3 and the prospectus forming part of the Registration Statement in compliance with Rule 415 under the Securities Act on or before the date that is the sixth (6) month anniversary of the Closing DateDate (the “Filing Deadline”) covering the resale on a continuous basis of the Registrable Securities. In connection with the filing of the Registration Statement, the Company shall use its commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the filing of the Registration Statement and to remain effective as provided below. Notwithstanding anything in this Agreement to the contrary, (i) the Company shall not be obligated to file a Registration Statement if, at the time it is required to be filed, all Registrable Securities may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 and (ii) the shares of Common Stock shall cease to be Registrable Securities hereunder (and shall not be required to be included in the Registration Statement) if they may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, pursuant to a written opinion letter to that effect from the Company’s legal counsel. (b) The Company shall use its commercially reasonable efforts to prepare and file with the Commission SEC such amendments and supplements to the Registration Statement covering the resale of all of the Registrable Securities for an offering to as may be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-1 (or on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statement. Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use commercially reasonable efforts necessary to keep the Registration Statement continuously effective under the Securities Act until the date when earliest of (i) the fourth (4th) anniversary of the Closing Date, (ii) such time that all Registrable Securities covered by the Registration Statement have been sold thereunder or pursuant to Rule 144, or (iii) such time that all Registrable Securities covered by such Registration Statement may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) as determined by 144 and without the counsel to requirement for the Company to be in compliance with the current public information requirement under Rule 144, pursuant to a written opinion letter to such effect, addressed and acceptable to that effect from the Company’s transfer agent and the affected Holders (the “Effectiveness Period”)legal counsel. (bc) If: The Company shall furnish to each Holder of Registrable Securities such number of copies of such Registration Statement, each amendment and supplement thereto, and prospectus included therein, all exhibits and other documents filed therewith and such other documents as such Holder of Registrable Securities may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder of Registrable Securities. (d) As a condition precedent to registering Registrable Securities, the Company may require each Holder of Registrable Securities as to which any registration is being effected to furnish the Company with such information regarding such Person that are necessary to satisfy the disclosure requirements relating to the registration and the distribution of such securities as the Company may from time to time reasonably request. Each such Holder of Registrable Securities shall promptly notify the Company in writing of any changes in the information set forth in the Registration Statement after it is prepared regarding the Holder of Registrable Securities. (e) The Company may, by two (2) days prior written notice to all the Holders of Registrable Securities (each, a “Blackout Notice”), (i) delay the Company fails to file with filing of the Commission Registration Statement or a request for acceleration of the effective date or (ii) suspend the Registration Statement after effectiveness and require that the Holders of Registrable Securities immediately cease sales of shares pursuant to the Registration Statement, in accordance the event that (A) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Company determines in good faith that the public disclosure requirements imposed on the Company under the Securities Act in connection with Rule 461 promulgated under the Registration Statement would require at that time disclosure of such activity, transaction, preparations or negotiations and such disclosure could result in material harm to the Company or (B) any other event occurs that makes any statement of a material fact made in the Registration Statement, including any document incorporated by reference therein, untrue or that requires the making of any additions or changes in the Registration Statement in order to make the statements therein not misleading. If the Company suspends the Registration Statement and requires the Holders of Registrable Securities to cease sales of shares pursuant to this section, the Company shall, promptly as reasonably practicable following the termination of the circumstance which entitled the Company to do so, take such actions as may be necessary to file or reinstate the effectiveness of the Registration Statement and give written notice to all Holders of Registrable Securities authorizing them to resume sales pursuant to the Registration Statement. If as a result thereof the prospectus included in the Registration Statement has been amended to comply with the requirements of the Securities Act, within seven Trading Days the Company shall enclose such revised prospectus with the notice to Holders of Registrable Securities given pursuant to this section, and the Holders of Registrable Securities shall make no offers or sales of shares pursuant to the Registration Statement other than by means of such revised prospectus. The Company need not specify the nature of the date that event giving rise to any delay or suspension in any notice to Holders of Registrable Securities and such Holders of Registrable Securities agree to treat and keep the existence of such delay or suspension, as the case may be, confidential. The Company is notified by shall be entitled to exercise its right under this Section 2(e) to suspend the Commission that availability of a Registration Statement will and Prospectus for a period not be “reviewed,” or is not subject to further review, or exceed sixty (ii60) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (iv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days during any 12 month period (which need not be consecutive Trading Days)(any such failure days) in any twelve (12) month period. (f) The Company shall pay all fees and expenses in connection with compliance with its obligations under this Section 2, including all fees and expenses in connection with the filing of the Registration Statement, the registering of the Registrable Shares, fees and expenses of compliance with securities or breach being referred to as an “Event,blue sky” laws, transfer agent fees, the maintenance of the effectiveness of the Registration Statement, including all registration, filing, qualification, printing, accounting and for purposes of clause (iii) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (ii) the date which such 20 calendar days is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date fees and expenses except that the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% be responsible for the fees of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; representatives of and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedcounsel to, the Company shall pay Holders, including those with respect to each Holder an amount in cash, as partial liquidated damages any review and not as a penalty, 2.0% preparation of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an EventRegistration Statement.

Registration. (a) As soon as practicable following the Closing On or prior to each Filing Date, the Company shall prepare and file with the Commission the SEC a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415as would permit or facilitate the resale and distribution of all the Registrable Securities in the manner reasonably requested by the Holders. The Registration Statement required hereunder shall be on Form S-1 (or on another appropriate form in accordance herewith). The Registration Statement required hereunder and shall contain (except if unless otherwise directed by the Holders) substantially the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statement. attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause the a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its commercially reasonable efforts to keep the such Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by the such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) 144 as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders Holders, but in no event more than three (3) years from the Final Closing Date (the “Effectiveness Period”). . The Company shall notify the Holders via facsimile or other electronic transmission of the effectiveness of a Registration Statement on the same Business Day that the Company telephonically confirms effectiveness with the SEC. Failure to so notify the Holder within three (b3) If: Business Days of such confirmation shall be deemed an Event under Section 2(c). Notwithstanding anything to the contrary in this Agreement, in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by or on behalf of the Company such that Rule 415 is not available to the Company to register the resale of such Registrable Securities and as a result the Staff or the SEC does not permit such Registration Statement to become effective and used for resales in a manner that permits the continuous resale at the market by the Holders participating therein (or as otherwise may be acceptable to each Holder) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Registration Statement by all Holders until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Company shall reduce the number of Registrable Securities to be included by all Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Holder) unless the inclusion of shares by a particular Holder or a particular set of Holders results in the Staff or the SEC’s taking the position that the inclusion of such Registrable Securities by such Holders would constitute a registration “by or on behalf of the Company,” in which event the shares held by such Holder or set of Holders shall be the only shares subject to reduction (and if by a set of Holders on a pro rata basis by such Holders or on such other basis as would result in the exclusion of the least number of shares by all such Holders). In addition, in the event that the Staff or the SEC requires any Holder seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” (an “Underwriter Identification”) in order to permit such Registration Statement to become effective, and such Holder does not consent to being so named as an underwriter in such Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such Holder, until such time as the Staff or the SEC does not require such Underwriter Identification or until such Holder accepts such Underwriter Identification and the manner thereof. In the event of any reduction in Registrable Securities pursuant to this Section 2(b) (such Registrable Securities, the “SEC Non-Registrable Securities”), if requested by a Holder holding Registrable Securities that were so excluded from such registration, the Company shall use its reasonable best efforts to cause such SEC Non-Registrable Securities to be registered to the greatest extent and at the earliest opportunity practicable and in any event not later 90 days after the earliest practicable date permitted under applicable guidance of the SEC and the Staff (and shall use its reasonable best efforts to effect additional registrations of SEC Non-Registrable Securities until all such securities have been included in additional Registration Statements). Notwithstanding anything to the contrary in this Agreement, a Holder shall have the right to require the Company to exclude all or any portion of such Holder’s Registrable Securities from any Registration Statement, by written notice to the Company upon such Holder’s reasonable belief that (i) inclusion of such Registrable Securities in the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven Trading Days of the date that the Company is notified by the Commission that a Registration Statement will not be “reviewed,” or is not could subject such Holder to further reviewunderwriter liability, or (ii) prior to the date when such Registration Statement is first declared effective by SEC or the Commission, Staff will impose restrictions and terms on the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect disposition of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (iv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or that are materially inconsistent with the Holders are not permitted to utilize the Prospectus therein to resell Plan of Distribution attached hereto as Annex A. In such Registrable Securities, for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days during any 12 month period (which need not be consecutive Trading Days)(any such failure or breach being referred to as an “Event,” and for purposes of clause (iii) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (ii) the date which such 20 calendar days is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedevent, the Company shall pay be required to each Holder an amount file a new registration statement for such excluded shares in cash, as partial liquidated damages and not as a penalty, 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this accordance with Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event2(b).

Registration. (a) As soon The Company shall file a registration statement with respect to each Demand Registration and use its best efforts to cause the same to be declared effective as promptly as practicable following such Demand, but not later than one hundred twenty (120) days thereafter. Unless all of the Closing DateRegistrable Shares covered by the registration statement have earlier been sold or withdrawn from sale, the Company shall prepare and file with keep any such Registration Statement effective for a period of at least one hundred eighty (180) days after such registration statement is first declared effective plus a period equal to (x) any period during which the Selling Holders are prohibited from making sales because of any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court plus (y) any Demand Suspension Period (as defined below) plus (z) any holdback period pursuant to Section 4.5 that occurs while the registration statement is effective (the “Demand Period”), and a registration will not count as a Demand Registration Statement covering unless it is declared effective by the resale Commission and remains effective until the earlier of such time as all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-1 (or on another appropriate form Shares included in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statement. Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement such registration have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined disposed of or withdrawn from sale by the counsel to Selling Holders or the Company pursuant to expiration of the Demand Period or, if the registration remains effective for a written opinion letter to shorter period, the Selling Holders have sold at least ninety percent (90%) of their Registrable Shares included in such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”)Demand Registration. (b) If: In addition, a request for registration shall not be deemed to constitute a Demand Registration if: (i) the Company fails conditions to file closing specified in the purchase agreement or underwriting agreement entered into in connection with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven Trading Days such Demand Registration are not satisfied other than by reason of the date that the Company is notified some act or omission by the Commission that a Registration Statement will not be “reviewed,” or is not subject to further review, or (ii) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (iv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days during any 12 month period (which need not be consecutive Trading Days)(any such failure or breach being referred to as an “Event,” and for purposes of clause (iii) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause applicable Green Parties; (ii) the date which Company voluntarily takes any action that would result in the Selling Holders not being able to sell such 20 calendar days Registrable Shares covered thereby during the Demand Period; (iii) after it has become effective, such Demand Registration becomes subject to any stop order, injunction or other order or requirement of the Commission or other governmental agency or court and such order, injunction or requirement is exceedednot promptly withdrawn or lifted, and such Demand Registration has not otherwise remained effective for the Demand Period (including effective periods both before and after the order, injunction or for purposes of requirement is made or imposed); or (iv) such Demand Registration does not involve an underwritten offering and the Green Parties determine not to proceed following any delay imposed hereunder by the Company; provided, however, that prior to such a delay under this clause (iv), the Green Parties that are Selling Holders have not sold more than eighty percent (80%) of the date Registrable Shares included in such Demand Registration. (c) Notwithstanding the foregoing, the Company may, at any time, delay the filing or delay or suspend the effectiveness of the Demand Registration or, without suspending such effectiveness, instruct the Selling Holders not to sell any securities included in the Demand Registration, if the Company shall have determined in good faith (as evidenced by a resolution of the Board delivered to the Selling Holders) that proceeding with the Demand Registration at such time may have a material adverse effect on the Company or the Company shall have determined upon the advice of counsel that it would be required to disclose any actions taken by the Company in good faith and for valid business reasons, including without limitation, the acquisition or divestiture of assets, which disclosure may have a material adverse effect on the Company or on such 10 or 15 calendar day period, as applicable, is exceeded being referred to as actions (a “Event DateDemand Suspension Period”), then by providing the Selling Holders with written notice of such Demand Suspension Period and the reasons therefor. The Company shall use its best efforts to provide such notice at least ten (10) days prior to the commencement of such a Demand Suspension Period; provided, however, that in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date event the Company shall pay provide such notice no later than the commencement of such Demand Suspension Period; and provided, further, that in no event shall the Demand Suspension Periods exceed ninety (90) days in any 12 month period. (d) The Company further agrees to each Holder an amount in cashsupplement or amend the registration statement with respect to such Demand Registration, as partial liquidated damages required by the registration form utilized by the Company or by the Securities Act or as reasonably requested (which request shall result in the filing of a supplement or amendment subject to approval thereof by the Company, which approval shall not be unreasonably withheld) by any Selling Holder or any managing underwriter of Registrable Shares to which such Demand Registration relates, and not as a penaltythe Company agrees to furnish to the Selling Holders (and any managing underwriter) copies, equal in substantially the form proposed to 2.0% be used and/or filed, of any such supplement or amendment prior to its being used and/or filed with the aggregate purchase price paid Commission. The Company shall amend or supplement the registration statement with respect to such Demand Registration no less frequently than every forty five (45) days to update the list of Selling Holders pursuant to written requests by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an EventSelling Holders.

Registration. (a) As soon as practicable following On or prior to the Closing Date, Filing Date the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-1 S-3 (or except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall cause the Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statementbecome effective and remain effective as provided herein. Subject to the terms of this Agreement, the The Company shall use commercially its reasonable commercial efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the Effectiveness Date, and . The Company shall use commercially its reasonable commercial efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities covered by the Registration Statement have been sold or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). (b) . If: (i) the Company fails Registration Statement is not filed on or prior to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under Filing Date; (ii) the Securities Act, within seven Trading Days of the date that the Company Registration Statement is notified not declared effective by the Commission that a Registration Statement will not be “reviewed,” or is not subject to further review, or by the Effectiveness Date; (iiiii) prior to after the date when such Registration Statement is first filed with and declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement ceases to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort effective (by suspension or expense, or (iiiotherwise) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (iv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for to which it is required to be relate at any time prior to the expiration of the Effectiveness Period (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective); or (iv) the Common Stock is not listed or quoted, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, is suspended from trading on any Trading Market for in any such case 10 calendar consecutive days but no more than an aggregate a period of 15 calendar days during any 12 month period three (which need not be 3) consecutive Trading Days)(any Days (provided the Company shall not have been able to cure such trading suspension within 30 days of the notice thereof or list the Common Stock on another Trading Market); (any such failure or breach being referred to as an “Event,” and for purposes of clause (iiii) or (ii) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (iiiii) the date which such 30 day or 20 calendar days consecutive day period (as the case may be) is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day periodthree (3) Trading Day period is exceeded, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0equal to 1.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any each thirty (30) day period (prorated for partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable lawperiods) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure original principal amount of the Note. While such Event continues, such liquidated damages shall be paid not less often than each thirty (30) days. Any unpaid liquidated damages as of the date when an EventEvent has been cured by the Company shall be paid within three (3) days following the date on which such Event has been cured by the Company.

Registration. (a) As soon as practicable following On or prior to the Closing Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-1 S-3 (or except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) substantially the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statement. attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). (b) If: (i) a Registration Statement is not filed on or prior to the Filing Date (if the Company files a Registration Statement without affording the Holder the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or is not subject to further review, or (iiiii) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days 10 Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iiiiv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (ivv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 calendar 15 consecutive days but no more than an aggregate of 15 calendar 25 consecutive days during any 12 month period (which need not be consecutive Trading Days)(any such failure or breach being referred to as an “Event,” and for purposes of clause (iiii) or (iv) the date on which such Event occurs, or for purposes of clause (iii) the date on which such seven 5 Trading Day period is exceeded, or for purposes of clause (iiiii) the date which such 20 calendar days 10 Trading Day period is exceeded, or for purposes of clause (ivv) the date on which such 10 15 or 15 calendar 25 day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) , on each monthly anniversary of each such Event Date until the applicable Event Date is cured by filing, or effectiveness or by responding to the Commission’s comments, as applicable, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 1218% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event.

Registration. (a) As soon as practicable following On or prior to the Closing applicable Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement required hereunder to be filed under this Agreement shall be filed on Form S-1 S-3 (or on another if the Company is not then eligible to utilize such form of registration, it shall utilize such other available form appropriate form in accordance herewith). The Registration Statement required hereunder shall for such purpose) and contain (except if otherwise directed required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur unless such characterization is consistent with written information provided by the HoldersHolder in the Selling Holder Questionnaire) the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statement. Subject to the terms of this Agreement, the attached hereto as Annex A. The Company shall use commercially reasonable efforts to cause the each Registration Statement required to be filed under this Agreement to be declared effective under the Securities Act as promptly soon as possible after the filing thereofbut, but in any event not event, no later than the its Effectiveness Date, and shall use commercially its reasonable best efforts to keep the each such Registration Statement continuously effective during its entire Effectiveness Period. By 5:00 p.m. (Los Angeles time) on the Business Day immediately following the Effective Date of each Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act until the date when all Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Registration Statement have been sold (whether or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to not such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”filing is technically required under such Rule). (b) If: Notwithstanding anything to the contrary contained in this Section 2, if the Company receives Commission Comments, and following discussions with and responses to the Commission in which the Company uses its reasonable best efforts and time to cause as many Registrable Securities for as many Holders as possible to be included in the Registration Statement filed pursuant to Section 2(a) without characterizing any Holder as an underwriter unless such characterization is consistent with written information provided by the Holder in the Selling Holder Questionnaire (and in such regard uses its reasonable best efforts to cause the Commission to permit the affected Holders or their respective counsel to participate in Commission conversations on such issue together with Company Counsel, and timely conveys relevant information concerning such issue with the affected Holders or their respective counsel), the Company is unable to cause the inclusion of all Registrable Securities, then the Company may, following not less than three (3) Trading Days prior written notice to the Holders (i) remove from the Registration Statement such Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities, in each case as the Commission may require in order for the Commission to allow such Registration Statement to become effective; provided, that in no event may the Company fails characterize any Holder as an underwriter unless such characterization is consistent with written information provided by the Holder in the Selling Holder Questionnaire (collectively, the “SEC Restrictions”). Unless the SEC Restrictions otherwise require, any cut-back imposed pursuant to this Section 2(b) shall be allocated among the Registrable Securities of the Holders on a pro rata basis. The required Effectiveness Date for such Registration Statement will be tolled until such time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions if such Registrable Securities cannot at such time be resold by the Holders thereof without volume limitations pursuant to Rule 144 (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all provisions of this Section 2 shall again be applicable to the Cut Back Shares (which, for avoidance of doubt, retain their character as “Registrable Securities”) if such Registrable Securities cannot at such time be resold by the Holders thereof without volume limitations pursuant to Rule 144 so that the Company will be required to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven Trading Days of the date that the Company is notified by the Commission that a Registration Statement will not be “reviewed,” or is not subject to further review, or (ii) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement cause to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before such Additional Registration Statements in the Effectiveness Date, or time frames set forth herein as necessary to ultimately cause to be covered by effective Registration Statements all Registrable Securities. (ivc) after Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The Company shall not be required to include the Registrable Securities of a Holder in a Registration Statement is first declared effective by the Commission, it ceases for any reason who fails to remain continuously effective as furnish to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days during any 12 month period (which need not be consecutive Trading Days)(any such failure or breach being referred to as an “Event,” and for purposes of clause (iii) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (ii) the date which such 20 calendar days is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company shall pay to each a fully completed Selling Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon Questionnaire at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month least five Trading Days prior to the cure of an EventFiling Date (subject to the requirements set forth in Section 3(a)).

Registration. (a) As soon as practicable following In accordance with the Closing Dateapplicable Key Performance Indicators, the Company Supplier shall prepare ensure that it is Registered in respect of Supply Points prior to (and file with effect from) the Commission Earliest Supply Start Date for such Supply Points. For the Registration Statement covering the resale of all purposes of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-1 (or on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statement. Subject to the terms of this AgreementRegistration, the Company Supplier shall use commercially reasonable efforts the Managed Registration Information which the Authority provides to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). (b) If: (i) the Company fails to file with the Commission a request for acceleration it in accordance with Rule 461 promulgated under Schedule 3 or, in the Securities Act, within seven Trading Days case of the date that the Company is notified Site Works and Installation Services carried out by the Commission that a Registration Statement will not be “reviewed,” or is not subject to further reviewSupplier, or (ii) prior to the date when such Registration Statement is first declared effective Supply Point Information obtained by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission Supplier in respect of such Registration Statement within 20 calendar days after works. If the receipt Supplier fails to Register itself in respect of comments by a Supply Point in accordance with Paragraph 3.1 and such failure is attributable to any act or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as omission of the time of filing of such Registration Statement and that Supplier: the Commission has not commented upon Supplier shall, in accordance with the financial statements applicable Key Performance Indicator, notify the Customer of the Company failure within two (2) Working Days; the Supplier shall use all reasonable endeavours to Register itself in respect of the relevant Supply Point as soon as reasonably practicable; any issues arising in relation to the late Registration of the Supply Point between the Supplier and any such comments cannot be responded the existing Gas Supplier to within such time period without unreasonable effort or expense, or the relevant Site (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (iv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days during any 12 month period (which need not be consecutive Trading Days)(any such failure or breach being referred to as an “Event,” and for purposes of clause (iii) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (ii) the date which such 20 calendar days is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event DateIncumbent Supplier”), then including any amounts that may be owed, shall be resolved (and payments made) in addition to any other rights accordance with the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such HolderInter-Shipper Dispute Mechanism; and (ysubject to Paragraph 3.3) on each monthly anniversary the Supplier shall compensate the Customer for any expense incurred by the Customer in paying more for the gas supplied to a Supply Point by a Gas Supplier after the Earliest Supply Start Date for that Supply Point than the Customer would have been liable to pay under its Customer Contract had the Supplier been Registered with effect from the Earliest Supply Start Date. The Supplier shall pay any such compensation directly to the Customer, subject to receipt of each reasonable evidence of such Event expense (provided by either the Customer or the Authority) and an invoice from the Customer. The Supplier shall not be liable under Paragraph 3.2(d) or otherwise for any claims, proceedings, losses, liabilities, costs (including legal costs), damages or expenses arising out of any late or failed Registration of a Supply Point and any consequential delay in supply to a Supply Point under the Customer Contract, if: such late or failed Registration or such consequential delay is caused by a Transfer Objection submitted by the Incumbent Supplier; and/or the Supplier was not provided with all of the data (being accurate data) reasonably required by the Supplier to effect the Registration in question at least: sixty (60) Days in advance of the Earliest Supply Start Date (if where the applicable Event shall not have been cured by such date) until Earliest Supply Start Date is the applicable Event is cured, the Company shall pay earliest supply start date for 1,000 or more Supply Points to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any partial liquidated damages be supplied pursuant to this Section Framework Agreement); forty-five (45) Days in full advance of the Earliest Supply Start Date (where the Earliest Supply Start Date is the earliest supply start date for 500 or more Supply Points to be supplied pursuant to this Framework Agreement); or thirty (30) Days in advance of the Earliest Supply Start Date (where the Earliest Supply Start Date is the earliest supply start date for less than 500 Supply Points to be supplied pursuant to this Framework Agreement). The Supplier shall use all reasonable endeavours to resolve any Transfer Objections as soon as reasonably practicable and the Parties shall co-operate and do such things (including procuring the Customer do such things) as are necessary to resolve such objection and minimise any delays to achieving Registration with effect from the Earliest Supply Start Date for the relevant Supply Point. If an objection to the Supplier’s Registration of a Supply Point is made by the Incumbent Supplier and is not resolved within seven days after five (5) Working Days then the date payableParties acknowledge and agree that either the Customer or the Supplier may terminate the Customer Contract in respect of the affected Supply Point. If required by the Uniform Network Code, and following confirmation that the Supplier is Registered in respect of the relevant Supply Point, the Company will pay interest thereon at Supplier shall provide the Customer with a rate of 12% per annum (or such lesser maximum amount that is permitted NEXA for the Customer to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in fullexecute. The partial liquidated damages pursuant to Parties shall procure that the terms hereof Customer shall apply on a daily pro-rata basis for any portion of a month execute the NEXA prior to the cure Earliest Supply Start Date for the relevant Supply Point. In accordance with the applicable Key Performance Indicator, the Supplier shall provide to the Authority a summary of an Eventany failed Registrations on the first Working Day of each week.

Registration. (a) As soon as practicable following On or prior to the Closing Date, Filing Date the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities for an a selling stockholder resale offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-1 S-3 (or except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall cause each Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statementbecome effective and remain effective as provided herein. Subject to the terms of this Agreement, the The Company shall use commercially its reasonable commercial efforts to cause the each Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the Effectiveness Date, and . The Company shall use commercially its reasonable commercial efforts to keep the each Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities have been sold or (ii) all Registrable Securities covered by the such Registration Statement have been sold or may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). (b) If: In no event will the Company be required (i) the Company fails to file with the Commission pay a request penalty for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven Trading Days of the date that the Company is notified by the Commission that a Registration Statement will not be “reviewed,” or is not subject failure to further review, or (ii) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a cause each Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such effective or for failure to cause each Registration Statement to remain effective; and that (ii) to pay liquidating damages in connection with the Commission has not commented upon the financial statements Warrants (c) Within three business days of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (iv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days during any 12 month period (which need not be consecutive Trading Days)(any such failure or breach being referred to as an “Event,” and for purposes of clause (iii) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (ii) the date which such 20 calendar days is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company shall pay cause its counsel to each Holder issue a blanket opinion in the form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an amount effective registration statement and can be reissued free of restrictive legend upon notice of a sale by the Purchaser and confirmation by the Purchaser that it has complied with the prospectus delivery requirements, provided that the Company has not advised the transfer agent orally or in cash, as partial liquidated damages and not as a penalty, equal to 2.0% writing that the opinion has been withdrawn. Copies of the aggregate purchase price paid blanket opinion required by such Holder pursuant this Section 2(c) shall be delivered to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if Purchaser within the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Eventtime frame set forth above.

Registration. (a) As soon as practicable following On or prior to the Closing Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-1 S-3 (or except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall cause the Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statementbecome effective and remain effective as provided herein. Subject to the terms of this Agreement, the The Company shall use commercially its reasonable commercial efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the Effectiveness Date, and . The Company shall use commercially its reasonable commercial efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities covered by the Registration Statement have been sold or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). (b) If: (i) Notwithstanding anything in this Agreement to the contrary, the Company fails shall, by written notice to file with the Commission a request for acceleration in accordance with Rule 461 promulgated Purchaser, advise Purchaser that sales under the Securities Act, within seven Trading Days of Registration Statement after the date Effectiveness Date might be unlawful due to the fact that the Company is notified by the Commission that engaged in a Registration Statement will not be “reviewed,” material merger, acquisition or is not subject to further reviewsale, or (ii) prior to the date when such Registration Statement other pending material financing, corporate reorganization or other transaction or that an event shall have occurred as a result of which it is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission reasonably expected that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are will be restated or the Registration Statement contains or will contain a misstatement of a material fact or omit to make a statement required to make the statements therein not stale as misleading. Upon receipt of the time such notice, Purchaser shall immediately discontinue any sales of filing of Registrable Securities pursuant to such Registration Statement and until Purchaser has received copies of a supplemented or amended Prospectus or until Purchaser is advised in writing by the Company that the Commission then-current Prospectus may be used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. Any period of not commented upon more than twenty (20) consecutive calendar days or more than thirty (30) Trading Days in any twelve month period commencing on the financial statements of date the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (iv) after a Registration Statement is first declared effective by during which Purchaser shall not sell or where use of the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to Registration Statement might be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days during any 12 month period (which need not unlawful shall be consecutive Trading Days)(any such failure or breach being referred to as an “Event,” and for purposes of clause Allowable Suspension Period”, provided that at least two (iii2) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (ii) the date which such 20 calendar days is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company Days shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Eventelapse between Allowable Suspension Periods.

Registration. If and whenever Monsoon is required to use reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 2.01, 2.02 and 2.03, Monsoon shall as promptly as reasonably practicable: (ai) As soon as practicable following the Closing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering SEC a registration statement to be made on a continuous basis effect such registration and thereafter use reasonable best efforts to cause such registration statement to become and remain effective, pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-1 (or on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statement. Subject to the terms of this Agreement; provided, however, that Monsoon may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the registration statement relating thereto; provided, further, however, that at least five Business Days prior to filing any registration statement or any amendments thereto, Monsoon will furnish to the counsel selected by the holders of Registrable Securities which are to be included in such registration (“Selling Holders”) copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel (such review to be conducted with reasonable promptness) and other documents reasonably requested by such counsel, including any comment letter from the SEC, and if reasonably requested by such counsel, provide such counsel reasonable opportunity to participate in the preparation of such registration statement and each prospectus included therein and such other opportunities to conduct a reasonable investigation within the meaning of the Securities Act, including reasonable access upon reasonable notice during normal business hours to Monsoon’s books and records, officers, accountants and other advisors, so long as such access or request do not unreasonably disrupt the normal operations of Monsoon and its subsidiaries. Monsoon shall not file such registration statement or any amendments thereto if the Selling Holders, their counsel or the lead managing underwriters shall in good faith reasonably object in writing to the filing of such documents, unless, in the good faith opinion of Monsoon, such filing is necessary to comply with applicable Law; provided, however, that any information that is not generally publicly available at the time of delivery of such information shall be kept confidential by such Persons; (ii) prepare and file with the SEC such amendments, including post-effective amendments, and supplements to such registration statement and the prospectus used in connection therewith as may be necessary (A) to keep such registration statement effective, (B) to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement and (C) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to be stated in order to make the statements made, in light of the circumstances under which they were made, not misleading, until the earlier of such time as all of such securities have been disposed of in accordance with the intended methods of disposition by Selling Holders thereof set forth in such registration statement or the expiration of 120 days (or three years in the case of a Shelf Registration Statement) after such registration statement becomes effective; (iii) if requested by the lead or co-managing underwriters, if any, or any Selling Holder, as promptly as reasonably practicable include in a prospectus supplement or post-effective amendment such information as the lead or co-managing underwriters, if any, and such Selling Holder may reasonably request in order to permit the intended method of distribution of such securities and make all required filings of such prospectus supplement or such post-effective amendment as soon as practicable after Monsoon has received such request; provided, however, that Monsoon shall not be required to take any actions under this Section 2.06(a)(iii) that are not, in the good faith opinion of counsel for Monsoon, in compliance with applicable Law; (iv) as expeditiously as possible furnish to each Selling Holder and each underwriter, if any, of the securities being sold by such Selling Holder such number of conformed copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and each free writing prospectus (as defined in Rule 405 of the Securities Act) (a “Free Writing Prospectus”) utilized in connection therewith and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as such Selling Holder and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Selling Holder; (v) use reasonable best efforts to register or qualify or cooperate with the Selling Holders, the Company underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities covered by such registration statement under such other securities laws or blue sky laws of such jurisdictions as any Selling Holder and any underwriter of the securities being sold by such Selling Holder shall reasonably request and to keep each such registration or qualification (or exemption therefrom) effective during the period such registration statement is required to be kept effective, and take any other action which may be reasonably necessary or advisable to enable such Selling Holder and underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Selling Holder, except that Monsoon shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not, but for the requirements of this subparagraph (v), be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or to file a general consent to service of process in any such jurisdiction; (vi) cause such Registrable Securities to be listed on each securities exchange on which the same securities issued by Monsoon are then listed; (vii) use commercially reasonable best efforts to cause the Registration Statement such Registrable Securities covered by such registration statement to be declared effective under registered with or approved by such other Governmental Entities as may be necessary to enable the Securities Act as promptly as possible after Selling Holder(s) thereof to consummate the filing thereof, but in any event not later than the Effectiveness Date, and shall disposition of such Registrable Securities; (viii) use commercially reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date when provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such registration statement from and after a date not later than the Registration Statement have been sold effective date of such registration statement; (ix) make, in accordance with customary practice and upon reasonable notice during normal business hours, available for inspection by representatives of the Selling Holders, any underwriters and any counsel or may be sold without volume restrictions pursuant to Rule 144(k) as determined accountant retained by the Selling Holders or underwriters all relevant financial and other records, pertinent corporate documents and properties of Monsoon and cause appropriate officers, managers, employees, outside counsel and accountants of Monsoon to supply all information reasonably requested by any such representative, underwriter, counsel or accountant in connection with their due diligence exercise, including through in-person meetings, but subject to customary privilege constraints and so long as such access or request does not unreasonably disrupt the Company pursuant to a written opinion letter to such effect, addressed normal operations of Monsoon and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”)its subsidiaries. (bx) If: in connection with an Underwritten Offering, obtain for each Selling Holder and underwriter: (iA) an opinion of counsel for Monsoon, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Selling Holder and underwriters, (B) a “negative assurances letter”, from counsel for Monsoon, in form and substance as is customarily given to the underwriters in an underwritten public offering, (C) a “comfort” letter (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent public accountants who have certified Monsoon’s financial statements and, to the extent required, any other financial statements included in such registration statement, covering the matters customarily covered in “comfort” or “agreed upon procedures” letters in connection with underwritten offerings and in such form and substance reasonably satisfactory to the underwriters in an underwritten public offering; and (D) to the extent requested by the Selling Holders and customary for the relevant transaction, enter into a securities sales agreement with the Selling Holders providing for, among other things, the appointment of a representative as agent for the Selling Holders for the purpose of soliciting purchases of shares, which agreement shall be customary in form, substance and scope and shall contain customary representations, warranties and covenants; (xi) as promptly as reasonably practicable notify, in writing, each Selling Holder and the underwriters, if any, of the following events: (A) the Company fails filing of the registration statement, the prospectus or any prospectus supplement related thereto or post-effective amendment to file the registration statement or any Free Writing Prospectus utilized in connection therewith, and, with respect to the Commission registration statement or any post-effective amendment thereto, when the same has become effective; (B) any request by the SEC or any other Government Entity for amendments or supplements to the registration statement or the prospectus or for additional information; (C) the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; and (D) the receipt by Monsoon of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; (xii) notify each Selling Holder, at any time when a request for acceleration in accordance with Rule 461 promulgated prospectus relating thereto is required to be delivered under the Securities Act, within seven Trading Days upon discovery that, or upon the happening of any event as a result of which, the registration statement, the prospectus included in such registration statement or any document incorporated or deemed to be incorporated therein by reference, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to be stated in order to make the statements therein, not misleading, and, at the request of any Selling Holder, as promptly as reasonably practicable prepare and furnish to such Selling Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to be stated in order to make the statements made, in light of the circumstances under which they were made, not misleading; (xiii) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the registration statement and to prevent or obtain the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction as any Selling Holder and any underwriter of the securities being sold by such Selling Holder shall reasonably request at the earliest date that reasonably practicable; (xiv) otherwise use reasonable best efforts to comply with all applicable rules and regulations of the Company is notified by SEC, and make available to Selling Holders, as soon as reasonably practicable, an earnings statement covering the Commission that period of at least 12 months, but not more than 18 months, beginning with the first day of Monsoon’s first full quarter after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (xv) cooperate with the Selling Holders and the lead managing underwriters to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable Law) representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the lead managing underwriters or such Selling Holders may request and keep available and make available to Monsoon’s transfer agent prior to the effectiveness of such registration statement a Registration Statement will not supply of such certificates; (xvi) cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be “reviewed,” or is not subject to further review, or made with FINRA; (iixvii) prior to the date when on which the pricing of the relevant offering is expected to occur, provide a CUSIP number for the Registrable Securities; (xviii) use its reasonable best efforts to assist Shareholders who made a request of Monsoon to provide for a third party “market maker” for the Registrable Securities; provided, however, that Monsoon shall not be required to serve as such Registration Statement is first declared effective “market maker”; and (xix) have appropriate officers of Monsoon prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, and other information meetings reasonably organized by the Commission, the Company fails to file a pre-effective amendment underwriters and otherwise respond in writing use its reasonable best efforts to comments made cooperate as reasonably requested by the Commission underwriters in respect of such Registration Statement within 20 calendar days after the receipt of comments by offering, marketing or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as selling of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or Registrable Securities; (iiixx) a Registration Statement filed or required to be filed hereunder is not declared effective take all other customary actions reasonably requested by the Commission on or before the Effectiveness Date, or (iv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, Selling Holders or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days during any 12 month period (which need not be consecutive Trading Days)(any such failure or breach being referred to as an “Event,” and for purposes of clause (iii) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (ii) the date which such 20 calendar days is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any partial liquidated damages lead managing underwriters pursuant to this Section in full within seven days after Article II to effect the date payable, the Company will pay interest thereon at a rate intent of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Eventthis Agreement.

Registration. (a) As soon as practicable following the Closing On or prior to each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all 100% of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The A Registration Statement required hereunder shall be on Form S-1 S-3 (or except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Each Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “"Plan of Distribution” substantially in the form circulated " attached hereto as Annex A. The Company shall cause such Registration Statement to the Holders prior to filing the Registration Statementbecome effective and remain effective as provided herein. Subject to the terms of this Agreement, the The Company shall use commercially its reasonable best efforts to cause the each Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use commercially its reasonable best efforts to keep the such Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by the such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s 's transfer agent and the affected Holders (the “"Effectiveness Period”"). (b) If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holder the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “"reviewed,” " or is not subject to further review, or (iiiii) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days fifteen Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iiiiv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (ivv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 calendar cases ten Trading Days (which need not be consecutive days but no more than an days) in the aggregate of 15 calendar days during any 12 month period (which need not be consecutive Trading Days)(any any such failure or breach being referred to as an “"Event,” " and for purposes of clause (iiii) or (iv) the date on which such Event occurs, or for purposes of clause (iii) the date on which such seven five Trading Day period is exceeded, or for purposes of clauses (iii) the date which such ten Trading Day period is exceeded, or for purposes of clause (ii) the date which such 20 calendar days is exceeded, or for purposes of clause (ivv) the date on which such 10 or 15 calendar day period, as applicable, ten Trading Day period is exceeded being referred to as “"Event Date”"), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.03% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0equal to 2% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 1218% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to . (c) If during the terms hereof Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall apply on a daily pro-rata basis for file as soon as reasonably practicable but in any portion of a month case prior to the cure applicable Filing Date, an additional Registration Statement covering the resale of an Eventby the Holders of not less than 100% of the number of such Registrable Securities.

Registration. (a) As soon as practicable following the Closing On or prior to each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement required filed hereunder shall be on Form S-1 S-3 (or 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(e). The Registration Statement required hereunder ) and shall contain (except if unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statement. attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use commercially reasonable its best efforts to cause the a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the applicable Effectiveness Date, and shall use commercially reasonable its best efforts to keep the such Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by the such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used its commercially reasonable efforts to advocate with the Commission for the registration of all or a greater portion 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 be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included on such Registration Statement by any Person other than a Holder; b. Second, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders); and c. Third, the Company shall reduce Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated under by the Commission pursuant to the Securities Act, within seven five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a such Registration Statement will not be “reviewed,” or is will not be subject to further review, or (iiiii) prior to the effective date when such of a Registration Statement is first declared effective by the CommissionStatement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a such Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iiiiv) a Registration Statement filed or required to be filed hereunder registering for resale all of the Registrable Securities is not declared effective by the Commission on or before by the Effectiveness DateDate of the Initial Registration Statement, or (ivv) after the effective date of a Registration Statement, such Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effectiveincluded in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 more than ten (10) consecutive calendar consecutive days but no or more than an aggregate of 15 fifteen (15) calendar days during any 12 month period (which need not be consecutive Trading Days)(any calendar days) during any 12-month period (any such failure or breach being referred to as an “Event,” ”, and for purposes of clause clauses (iiii) and (iv), the date on which such Event occurs, or and for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes purpose of clause (ii) the date on which such 20 calendar days five (5) Trading Day period is exceeded, or and for purposes purpose of clause (iviii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such 10 ten (10) or 15 fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then then, in addition to any other rights the Holders may have hereunder or under applicable law: (x) , on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% of the aggregate purchase price paid multiplied by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by Price with respect to such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 1218% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-pro rata basis for any portion of a month prior to the cure of an Event. (e) 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 another appropriate form and (ii) undertake to register the 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 Securities has been declared effective by the Commission.

Registration. (a) As soon as practicable following On or prior to the Closing Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-1 S-3 (or except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed in writing by the HoldersHolders or if otherwise required by applicable law or by the Commission) the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statement. Subject to the terms of this Agreement, the "PLAN OF DISTRIBUTION" attached hereto as ANNEX A. The Company shall use commercially reasonable efforts to cause the Registration Statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”"EFFECTIVENESS PERIOD"). (b) IfIf during the Effectiveness Period: (i) a Registration Statement is not filed on or prior to the Filing Date (if the Company files a Registration Statement without affording the Holder the reasonable opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “"reviewed,” " or is not subject to further review, or (iiiii) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days thirty Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iiiiv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (ivv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, including during the pendency of a Blackout Period, for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days during any 12 month period cases twenty-five Trading Days (which need not be consecutive Trading Days)(any days) in the aggregate during any 12-month period (any such failure or breach being referred to as an “Event"EVENT,” " and for purposes of clause (iiii) or (iv) the date on which such Event occurs, or for purposes of clause (iii) the date on which such seven five Trading Day period is exceeded, or for purposes of clauses (iii) the date which such thirty Trading Day period is exceeded, or for purposes of clause (ii) the date which such 20 calendar days is exceeded, or for purposes of clause (ivv) the date on which such 10 or 15 calendar day period, as applicable, twenty-five Trading Day period is exceeded being referred to as “Event Date”"EVENT DATE"), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.01% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0equal to 1% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such HolderHolder (pro-rated for partial periods on a PER DIEM basis). If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 1210% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due payable until such amounts, plus all such interest thereon, are paid in full. (c) The Company shall have the right to suspend the effectiveness of any Registration Statement during the pendency of any "Blackout Period," as defined below. The partial liquidated damages Company shall notify the Holders of the commencement of any Blackout Period, and during the pendency of such Blackout Period no Holder shall sell, convey, dispose of or otherwise transfer in any manner any Registrable Securities pursuant to the terms hereof shall apply on a daily proRegistration Statement. The Company acknowledges and agrees that, following the end of the twenty-rata basis for any portion five day grace period set forth in Section 2(b)(v), liquidated damages will accrue and be payable to the Holders pursuant to Section 2(b) notwithstanding the pendency of a month prior to Blackout Period until the cure Company notifies the Holders that the Blackout Period has terminated. For purposes of an Event.this Agreement, "BLACKOUT PERIOD" means any of the following:

Registration. (a) As soon as practicable following the Closing On or prior to each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement required filed hereunder shall be on Form S-1 (or on another appropriate form in accordance herewith). The Registration Statement required hereunder and shall contain (except if unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially in the form circulated “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to the Holders be named as an “underwriter” without such Holder’s express prior to filing the Registration Statementwritten consent. Subject to the terms of this Agreement, the Company shall use commercially reasonable its best efforts to cause the a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the applicable Effectiveness Date, and shall use commercially reasonable its best efforts to keep the such Registration Statement continuously effective under the Securities Act until the date when that all Registrable Securities covered by the such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 (assuming for purposes of the Warrant Shares that the Warrants are exercised on a cashless basis), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion 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 be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; and b. Second, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated under by the Commission pursuant to the Securities Act, within seven five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a such Registration Statement will not be “reviewed,” or is will not be subject to further review, or (iiiii) prior to the effective date when such of a Registration Statement is first declared effective by the CommissionStatement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 twenty (20) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a such Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iiiiv) a Registration Statement filed or required to be filed hereunder registering for resale all of the Registrable Securities is not declared effective by the Commission on or before by the Effectiveness DateDate of the Initial Registration Statement, or (ivv) after the effective date of a Registration Statement, such Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effectiveincluded in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 more than ten (10) consecutive calendar consecutive days but no or more than an aggregate of 15 fifteen (15) calendar days during any 12 month period (which need not be consecutive Trading Days)(any calendar days) during any 12-month period (any such failure or breach being referred to as an “Event,” ”, and for purposes of clause clauses (iiii) and (iv), the date on which such Event occurs, or and for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes purpose of clause (ii) the date on which such 20 calendar days five (5) Trading Day period is exceeded, or and for purposes purpose of clause (iviii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such 10 ten (10) or 15 fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then then, in addition to any other rights the Holders may have hereunder or under applicable law: (x) , on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0equal to the product of 1.0% of multiplied by the aggregate purchase price Subscription Amount paid by such Holder pursuant to the Purchase Agreement for Agreement; provided that the Company shall not be required to make any payments pursuant to this Section 2(d) with respect to any Registrable Securities then held the Company is unable to register due to limits imposed by the Commission’s interpretation of Rule 415 under the Securities Act. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 5.0% of the aggregate Subscription Amount paid by such HolderHolder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 1218% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-pro rata basis for any portion of a month prior to the cure of an Event. (e) 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 another appropriate form and (ii) undertake to register the 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 Securities has been declared effective by the Commission. (f) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) As soon as practicable following On or prior to the Closing Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective registration statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be , on Form S-1 S-3 (or on another such other form appropriate form in accordance herewithfor such purpose). The Such Registration Statement required hereunder shall contain (except if otherwise directed by required pursuant to written comments received from the HoldersCommission upon a review of such Registration Statement) the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statement. Subject to the terms of this Agreement, the attached hereto as Annex A. The Company shall use commercially its reasonable best efforts to cause the such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereofpracticable but, but in any event not event, no later than the its Effectiveness Date, and shall use commercially its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date when which is the earliest of (i) five years after its Effective Date, (ii) such time as all of the Registrable Securities covered by the such Registration Statement have been publicly sold by the Holders, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold without volume restrictions by the Holders pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). By 5:00 p.m. (New York City time) on the Trading Day immediately following the Effective Date, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). (b) If: (i) the Company fails Registration Statement is not filed on or prior to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven Trading Days of the date that its Filing Date (if the Company is notified by files the Commission that a Registration Statement will without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be “reviewed,” or is not subject deemed to further reviewhave satisfied this clause (i)), or (ii) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before prior to its required Effectiveness Date or if by the Effectiveness DateTrading Day immediately following the Effective Date the Company shall not have filed a “final” prospectus for the Registration Statement with the Commission under Rule 424(b) (whether or not such a prospectus is actually required by such Rule), or (iviii) after a its Effective Date, without regard for the reason thereunder or efforts therefor, such Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously be effective and available to the Holders as to all Registrable Securities for to which it is required to be effective, or cover at any time prior to the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, expiration of its Effectiveness Period for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days during any 12 month period 20 Trading Days (which need not be consecutive Trading Days)(any consecutive) (any such failure or breach being referred to as an “Event,” and for purposes of clause clauses (iiii) or (ii) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (iiiii) the date which such 20 calendar days Trading Day-period is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company shall pay to each Holder an amount in cashDate, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0equal to 1.0% of the aggregate purchase price Investment Amount paid by such Holder for Shares pursuant to the Purchase Agreement. The parties agree that (1) the Company will not be liable for liquidated damages under this Agreement with respect to any Warrants or Warrant Shares and (2) in no event will the Company be liable for liquidated damages under this Agreement in excess of 1.0% of the aggregate Investment Amount of the Holders in any 30-calendar day period, and (3) the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be ten percent (10%) of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails with respect to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in fullShares which have not yet been sold. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event, except in the case of the first Event Date. (c) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The Company shall not be required to include the Registrable Securities of a Holder in the Registration Statement and shall not be required to pay any liquidated or other damages under Section 2(b) to any Holder who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least three Trading Days prior to the Filing Date (subject to the requirements set forth in Section 3(a)).

Registration. (a) As soon as practicable following Purchaser shall have the Closing Dateright to request that the Company, and upon such request the Company shall shall, prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415, (i) no earlier than one hundred and twenty (120) days following the payment by Purchaser of the entire Purchase Price, or (ii) no earlier than two hundred and seventy (270) days following a Payment Failure Termination Event. The Registration Statement required hereunder shall be on Form S-1 S-3 (or 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). . (b) The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statement. Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to cause the Registration Statement to be declared effective under by the Securities Act Commission as promptly as possible reasonably practicable after the filing thereof, but in any event not later than the Effectiveness Date, and shall use commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the second anniversary of the Effective Date or such earlier date when all Registrable Securities covered by the such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders thereto (the “Effectiveness Period”). (bc) If: (i) the The Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven Trading Days of the date that the Company is notified by the Commission that a Registration Statement will not be “reviewed,” or is not subject to further review, or (ii) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond shall notify Purchaser in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days promptly after the receipt of comments by or notice receiving notification from the Commission that such amendment is required in order for a the Registration Statement to be has been declared effective. (d) Notwithstanding any provision in this Agreement to the contrary, assuming following the 30th Trading Day following the Effective Date, the Company’s financial statements are obligations hereunder to file, achieve effectiveness of, or maintain effectiveness of a registration statement continuously in effect under the Securities Act shall be suspended and all penalties and other effects thereof hereunder shall not stale as be applicable during any period (each such period, a “Suspension Period”) if, in the good faith judgment of the Company’s Board of Directors, it is advisable to suspend the use of the Prospectus included therein for a discrete period of time of filing of such due to pending material corporate developments or similar material events that have not yet been publicly disclosed and as to which the Company believes that public disclosure would be prejudicial to the Company or its stockholders; provided, that the Registration Statement and that the Commission has not commented upon the financial statements shall be suspended for a total of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (iv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days during any 12 month period (which need not be consecutive Trading Days)(any such failure or breach being referred to as an “Event,” and for purposes of clause (iii) the date on which such Event occurs, two times or for purposes a period of clause more than, in the aggregate, thirty (i30) days in any twelve (12) month period. Immediately after the date on which such seven Trading Day period is exceeded, or for purposes end of clause (ii) the date which such 20 calendar days is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”any Suspension Period under this Section 6.1(d), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay take commercially reasonable actions necessary to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0% restore the effectiveness of the aggregate purchase price paid by such Holder applicable Registration Statement and the ability of Purchaser to publicly resell its Registrable Securities pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Eventeffective Registration Statement.

Registration. USA shall use commercially reasonable efforts to prepare and file a registration statement on Form S-3 with respect to the resale of Registrable Securities by the Holders (aor other appropriate form should Form S-3 be unavailable to USA in connection therewith, in which case USA shall promptly notify the Holders, the "Registration Statement") As as soon as practicable following the Closing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-1 (or on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statement. Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to cause the Registration Statement to be declared effective under by the SEC as soon as the conditions precedent set forth in Sections 8.1(a), (b), (c) and (d) and 8.2(h) of the Merger Agreement have been satisfied or waived; provided, however, that USA shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section in any particular jurisdiction in which USA would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless USA is already subject to service in such jurisdiction and except as may be required by the Securities Act as promptly as possible after the filing thereof, but in any event Act; provided further that USA shall not later than the Effectiveness Date, and shall use commercially reasonable efforts be required to keep file or seek effectiveness of the Registration Statement continuously effective under at such time as USA could have suspended the Securities Act until the date when all Registrable Securities covered by effectiveness of the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel Section 1.5. Any reference herein to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). (b) If: (i) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven Trading Days of the date that the Company is notified by the Commission that a Registration Statement will not as of any time shall be “reviewed,” or is not subject deemed to further reviewinclude any document incorporated, or (ii) prior deemed to the date when be incorporated, therein by reference as of such Registration Statement is first declared effective by the Commission, the Company fails time and any reference herein to file a preany post-effective amendment and otherwise respond in writing to comments made a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by the Commission in respect reference as of such time. Prior to filing the Registration Statement within 20 calendar days after Statement, USA shall provide the receipt of comments by or notice from the Commission that such amendment is required in order for Designated Holder with a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing draft of such Registration Statement and that modify any information regarding the Commission has not commented upon Holders and the financial statements proposed manner of resale of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (iv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or as the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days during any 12 month period (which need not be consecutive Trading Days)(any such failure or breach being referred to as an “Event,” and for purposes of clause (iii) the date Designated Holder may reasonably request on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (ii) the date which such 20 calendar days is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% behalf of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an EventHolders.

Registration. (a) As soon as practicable following the Closing On or prior to each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required filed hereunder shall be on Form S-1 S-3 (or except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder ) and shall contain (except if otherwise directed by required pursuant to written comments received from the HoldersCommission upon a review of such Registration Statement) the “Plan of Distribution” in substantially in the form circulated to the Holders prior to filing the Registration Statement. Subject to the terms of this Agreement, the attached hereto as Annex A. The Company shall use its commercially reasonable efforts to cause the a Registration Statement filed under this Agreement to be declared effective under the Securities Act as promptly as possible after the filing thereofbut, but in any event not event, no later than the Effectiveness DateDate for such Registration Statement, and shall shall, subject Section 7(d) hereof, use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the earlier of (i) the date when that is three years after the Closing Date and (ii) the date on which all Registrable Securities covered by the securities under such Registration Statement have been sold or may ceased to be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders Registrable Securities (the “Effectiveness Period”). Notwithstanding the foregoing, the Company shall be entitled to suspend the effectiveness of the Registration Statement at any time prior to the expiration of the Effectiveness Period for up to an aggregate of 30 consecutive Trading Days or an aggregate of 60 Trading Days (which need not be consecutive) in any given 360-day period. It is agreed and understood that the Company shall, from time to time, be obligated to file one or more additional Registration Statements to cover any Registrable Securities which are not registered for resale pursuant to a pre-existing Registration Statement. (b) Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be included and sold by Holders in any Registration Statement, including the Initial Registration Statement, pursuant to Rule 415 or any other basis, the Company may reduce the number of Registrable Securities included in such Registration Statement on behalf of the Holders in whole or in part (in case of an exclusion as to a portion of such Registrable Securities, such portion shall be allocated pro rata among such Holders first in proportion to the respective numbers of Registrable Securities represented by Underlying Shares requested to be registered by each such Holder over the total amount of Registrable Securities represented by Underlying Shares, and second in proportion to the respective numbers of Registrable Securities represented by Shares requested to be registered by each such Holder over the total amount of Registrable Securities represented by Shares) (such Registrable Securities, the “Reduction Securities”). In such event the Company shall give the Holders prompt notice of the number of such Reduction Securities excluded and the Company will not be liable for any damages under this Agreement in connection with the exclusion of such Reduction Securities. The Company shall use its commercially reasonable efforts at the first opportunity that is permitted by the Commission to register for resale the Reduction Securities. Such new Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Reduction Securities on Form S-3, in which case such registration shall be on another appropriate form for such purpose) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Annex A. 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 but, in any event, no later than the Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period, subject to Section 7(d) hereof. Notwithstanding the foregoing, the Company shall be entitled to suspend the effectiveness of such Registration Statement at any time prior to the expiration of the Effectiveness Period for an aggregate of no more than 30 consecutive Trading Days or an aggregate of 50 Trading Days (which need not be consecutive) in any given 360-day period. (c) If: (i) the Company fails to file Initial Registration Statement is not filed with the Commission a request for acceleration in accordance with Rule 461 promulgated under on or prior to the Securities ActFiling Date, within seven Trading Days of the date that the Company is notified by the Commission that a Registration Statement will not be “reviewed,” or is not subject to further review, or (ii) prior to the date when such Initial Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission (or otherwise does not become effective) on or before prior to the Effectiveness Date, Date or (iviii) after a Registration Statement the date it is first declared effective by the CommissionCommission and except as provided in Sections 2(e) and (f) and Section 3(h), it (A) such Registration Statement ceases for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), to remain continuously effective as to all Registrable Securities for which it is required to be effective, included in such Registration Statement or (B) the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, Securities for any reason (other than due to a change in the “Plan of Distribution” or the inaccuracy of any such information regarding the Holders) in each case 10 calendar consecutive days but no for more than an aggregate of 15 calendar days during any 12 month period thirty (30) consecutive Trading Days or sixty (60) Trading Days (which need not be consecutive Trading Days)(any consecutive) in any given 360-day period (other than as a result of a breach of this Agreement by such Holder), or (iv) the Company fails to satisfy the current public information requirement pursuant to Rule 144(c)(1) as a result of which the Holders who are not affiliates are unable to sell Registrable Securities without restriction under Rule 144 (or any successor thereto), (any such failure or breach in clauses (i) through (iv) above being referred to as an “Event,” and and, for purposes of clause clauses (iiii), (ii) or (iv), the date on which such Event occurs, or for purposes of clause (i) iii), the date on which such seven thirty (30) or fifty (60) Trading Day period is exceeded, or for purposes of clause (ii) the date which such 20 calendar days is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as an “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) , on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the earlier of (1) the applicable Event is curedcured or (2) the Registrable Securities are eligible for resale pursuant to Rule 144 without manner of sale or volume restrictions or the current public information requirement, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penaltypenalty (“Liquidated Damages”), 2.0% equal to one percent (1%) of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by such Holder. If The parties agree that (1) notwithstanding anything to the contrary herein or in the Purchase Agreement, no Liquidated Damages shall be payable with respect to any period after the expiration of the Effectiveness Period (except in respect of an Event described in Section 2(c)(iv) herein), (it being understood that this sentence shall not relieve the Company fails of any Liquidated Damages accruing prior to pay any partial liquidated damages the Effectiveness Deadline) and in no event shall, the aggregate amount of Liquidated Damages (excluding Liquidated Damages payable in respect of an Event described in Section 2(c)(iv) herein) payable to a Holder exceed, in the aggregate, five percent (5%) of the aggregate purchase price paid by such Holder pursuant to this Section the Purchase Agreement) and (2) in full within seven days after the date payable, no event shall the Company will pay interest thereon at a rate be liable in any thirty (30) day period for Liquidated Damages under this Agreement in excess of 12% per annum one percent (or such lesser maximum amount that is permitted to be 1%) of the aggregate purchase price paid by applicable law) the Holders pursuant to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in fullPurchase Agreement. The partial liquidated damages Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event, except in the case of the first Event Date. The Company shall not be liable for Liquidated Damages under this Agreement as to any Registrable Securities which are not permitted by the Commission to be included in a Registration Statement. In such case, the Liquidated Damages shall be calculated to only apply to the percentage of Registrable Securities which are permitted to be included in such Registration Statement. The Effectiveness Deadline for a Registration Statement shall be extended without default or Liquidated Damages hereunder in the event that the Company’s failure to obtain the effectiveness of the Registration Statement on a timely basis results from the failure of a Purchaser to timely provide the Company with information requested by the Company and necessary to complete the Registration Statement in accordance with the requirements of the Securities Act (in which the Effectiveness Deadline would be extended with respect to Registrable Securities held by such Purchaser).

Registration. (a) As soon as practicable following On or prior to the Closing Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-1 (S-3 or on another appropriate form in accordance herewith)its equivalent for a public offering of shares and the Company shall use its reasonable efforts to cause such shares to be registered for the offering. The Registration Statement required hereunder shall contain reflecting the principles of what is contained (except if otherwise directed by the Holders) in the “"Plan of Distribution” substantially in the form circulated " attached hereto as Annex A, subject to the Holders prior laws and regulations governing any plan of distribution, and what is customary by the Company according to filing the Purchase Agreement. The Company shall cause the Registration StatementStatement to become effective and remain effective as provided herein. Subject to the terms of this Agreement, the The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s 's transfer agent and the affected Holders (the “"Effectiveness Period”"). (b) If: (i) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven Trading Days of the date that the Company is notified by the Commission that a Registration Statement will not be “reviewed,” or is not subject to further review, filed on or (ii) prior to its Filing Date the date when Company shall pay to each Holder an amount in shares, as liquidated damages and not as a penalty, equal to 1% of the aggregate Shares owned by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and. if the Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (iv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days during any 12 month period cases twenty Trading Days (which need not be consecutive Trading Days)(any days) in the aggregate during any 12-month period (any such failure or breach being referred to as an “"Event,” " and for purposes of clause (iiii) or (iv) the date on which such Event occurs, or for purposes of clause (iii) the date on which such seven five Trading Day period is exceeded, or for purposes of clause (iiiii) the date which such 20 calendar days fifteen Trading Day period is exceeded, or for purposes of clause (ivv) the date on which such 10 or 15 calendar day periodtwenty Trading Day period is exceeded, as applicable, is exceeded being referred to as “"Event Date”"), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedcured or no more than a total of twelve months from the Closing Date, the Company shall pay to each Holder an amount in cashshares, as partial liquidated damages and not as a penalty, 2.0equal to 2% of the aggregate purchase price paid Shares owned by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such HolderHolder no more than a total of twelve months from the Closing date. If In no way will the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, more than 2% per month if the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to misses both the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in fullFiling Date and Effective Date. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event.

Registration. (a) As soon as practicable following Subject to the Closing Dateconditions of this Section 4.1, the Company covenants and agrees that no later than October 1, 2008, the Company shall prepare have prepared and file filed with the Commission the SEC a Registration Statement, which, if possible, shall be a Shelf Registration Statement (as defined below) covering any Registrable Securities (or otherwise designate an existing Shelf Registration Statement filed with the resale of all of SEC to cover the Registrable Securities for an offering Securities), and, to be made on a continuous basis pursuant to Rule 415. The the extent the Shelf Registration Statement required hereunder shall be on Form S-1 (has not theretofore been declared effective or on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statement. Subject to the terms of this Agreementis not automatically effective upon such filing, the Company shall use commercially reasonable efforts to cause the such Shelf Registration Statement to be declared or become effective under the Securities Act as promptly as possible after the filing thereofpracticable, but in any no event not later than the Effectiveness DateJanuary 1, 2009, and shall use commercially reasonable efforts to keep the such Shelf Registration Statement continuously effective under and in compliance with the Securities Act until and usable for resale of such Registrable Securities for a period from the date when all of its initial effectiveness until such time as there are no Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”)remaining. (b) IfAny registration pursuant to this Section 4.1 shall, to the extent possible, be effected by means of a shelf registration under the Securities Act (a “Shelf Registration Statement”) in accordance with the methods and distribution set forth in the Shelf Registration Statement and Rule 415. If a Holder intends to distribute any Registrable Securities by means of an underwritten offering, (1) it shall so advise the Company and (2) the Holders holding a majority interest in the Registrable Securities electing to participate in such underwritten offering shall have the right to appoint book runners and all other applicable underwriting participants, subject to the approval of the Company not to be unreasonably withheld or delayed. The Company shall have the right to select a non-bookrunning co-manager, subject to the approval of the majority of participating Holders not to be unreasonably withheld or delayed. (c) The Company shall not be required to effect a registration (including a resale of Registrable Securities from an effective Shelf Registration Statement) pursuant to this Section 4.1: (i) the Company fails with respect to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven Trading Days of the date securities that the Company is notified by the Commission that a Registration Statement will are not be “reviewed,” or is not subject to further review, or Registrable Securities; (ii) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a preduring any Scheduled Black-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, Out Period; or (iii) a Registration Statement filed if the Company has notified the Holders that in the good faith judgment of the Company, it would be materially detrimental to the Company or required its security holders for such registration to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Dateeffected at such time, or (iv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for in which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days during any 12 month period (which need not be consecutive Trading Days)(any such failure or breach being referred to as an “Event,” and for purposes of clause (iii) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (ii) the date which such 20 calendar days is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date event the Company shall pay have the right to each Holder an amount defer such registration for a period of not more than ninety (90) days; provided that such right to delay a registration shall be exercised by the Company (A) only if the Company has generally exercised (or is concurrently exercising) similar black-out rights against holders of similar securities that have registration rights, if any, and (B) for not more than three periods in cash, as partial liquidated damages any twelve (12) month period and not as a penalty, equal to 2.0% of more than one hundred twenty (120) days in the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for in any Registrable Securities then held by such Holder; and twelve (y12) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Eventperiod.

Registration. (a) As soon as practicable following the Closing On or prior to each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the Closing Shares for a selling stockholder resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement required hereunder shall be on Form S-1 S-3 (or except if the Company is not then eligible to register for resale the Closing Shares on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statement. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause the each Registration Statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the Effectiveness Date, and . The Company shall use its commercially reasonable efforts to keep the each Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities Closing Shares covered by the such Registration Statement have been sold or (ii) all Closing Shares covered by such Registration Statement may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the each, an “Effectiveness Period”). (b) If: (i) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven Trading Days Within three business days of the date that the Company is notified by the Commission that a Registration Statement will not be “reviewed,” or is not subject to further review, or (ii) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (iv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days during any 12 month period (which need not be consecutive Trading Days)(any such failure or breach being referred to as an “Event,” and for purposes of clause (iii) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (ii) the date which such 20 calendar days is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company shall pay cause its counsel to each Holder issue a blanket opinion in substantially the form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an amount effective registration statement and can be reissued free of restrictive legend upon notice of a sale by the Purchaser and confirmation by the Purchaser that it has complied with the prospectus delivery requirements, provided that the Company has not advised the transfer agent orally or in cash, as partial liquidated damages and not as a penalty, equal to 2.0% writing that the opinion has been withdrawn. Copies of the aggregate purchase price paid blanket opinion required by such Holder pursuant this Section 2(b) shall be delivered to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if Purchaser within the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Eventtime frame set forth above.

Registration. (a) As soon as practicable following the Closing Date, the The Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be , on Form S-1 no later than April 30, 2011 (or on another appropriate form in accordance herewiththe “Filing Deadline”). The Such Registration Statement required hereunder shall contain (except if otherwise directed by required pursuant to written comments received from the HoldersCommission upon a review of the Registration Statement) the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statement. Subject to the terms of this Agreement, the attached hereto as Annex A. The Company shall use commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly soon as possible after the filing thereof, but and in any event not by no later than the date which is 90 calendar days after the earlier of the Filing Deadline or the actual date of filing the S-1 with the SEC (the “Effectiveness DateDeadline”), and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective and available for use by Holders under the Securities Act until the date when which is the later of (i) such time as all of the Registrable Securities covered by the Registration Statement have been publicly sold by the Holders or (ii) for as long as any of the Registrable Securities covered by the Registration Statement are held by Holder, the Company covenants to maintain current information so that such Holder may be sold without volume restrictions sell the Registrable Securities pursuant to Rule 144(k144(i) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). (b) Within three business days following the date on which the Registration Statement is declared effective by the Commission, and assuming no stop-order has been issued with respect to the Registration Statement, the Company shall furnish to each Holder a letter, dated such date, of outside counsel representing the Company addressed to such Holder, confirming such effectiveness and, to the knowledge of such counsel, the absence of any stop order. (c) If: (i) the Company fails to file Registration Statement is not filed with the Commission a request for acceleration in accordance with Rule 461 promulgated under SEC on or prior to the Securities ActFiling Deadline, within seven Trading Days of the date that the Company is notified by the Commission that a Registration Statement will not be “reviewed,” or is not subject to further review, or (ii) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission SEC (or otherwise does not become effective) for any reason on or before prior to the Effectiveness DateDeadline, other than as a result of any open issues arising out of any routine SEC review of 1934 Act filings in effect as of the date hereof, or (iviii) after a its effective date, (A) such Registration Statement is first declared effective by the Commission, it ceases for any reason (including, without limitation, by reason of a stop order, or the Company’s failure to update the Registration Statement), to remain continuously effective as to all Registrable Securities for which it is required to be effective, effective hereunder or (B) the Holders Purchasers are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in the case of (A) and (B) other than during a Delay Period or (iv) a Delay Period exceeds the time periods set forth in the proviso in Section 2(e) (any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days during any 12 month period (which need not be consecutive Trading Days)(any such failure or breach in clauses (i) through (iv) above being referred to as an “Event,” and ”, and, for purposes of clause clauses (i), (ii) or (iii) ), the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (ii) the date which such 20 calendar days is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day periodDelay Period is exceeded, as applicable, is exceeded being referred to as an “Event Date”), then then, in addition to any other rights the Holders Purchasers may have hereunder or under applicable law: (x) , on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder Purchaser an amount in cash, as partial liquidated damages and not as a penaltypenalty (“Liquidated Damages”), 2.0equal to 1.0% of the aggregate purchase price paid by such Holder Purchaser pursuant to the Securities Purchase Agreement for any Registrable Securities then held by such HolderPurchaser on the Event Date, which remain subject to resale restrictions. The parties agree that notwithstanding anything to the contrary herein or in the Securities Purchase Agreement, no Liquidated Damages shall be payable (i) with respect to any Registrable Securities which the Purchaser elects not to register on any applicable Registration Statement; and (ii) with respect to any period after the expiration of the Effectiveness Period (it being understood that this sentence shall not relieve the Company of any Liquidated Damages accruing prior to the Effectiveness Period), and (iii) with respect to any Registrable Securities that are no longer subject to resale restrictions (it being understood that this sentence shall not relieve the Company of any Liquidated Damages accruing prior to the period in which the Registrable Securities are no longer subject to resale restrictions). If the Company fails to pay any partial liquidated damages Liquidated Damages pursuant to this Section 2(c) in full within seven days ten (10) Business Days after the date payable, the Company will pay interest thereon at a rate of 121.0% per annum month (or such lesser maximum amount that is permitted to be paid by applicable law) to the HolderPurchaser, accruing daily from the date such partial liquidated damages Liquidated Damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event, except in the case of the first Event Date. The Effectiveness Deadline for a Registration Statement shall be extended without default or Liquidated Damages hereunder in the event that the Company’s failure to obtain the effectiveness of the Registration Statement on a timely basis results from the failure of a Purchaser to timely provide the Company with information requested by the Company and necessary to complete the Registration Statement in accordance with the requirements of the 33 Act (in which case the Effectiveness Deadline would be extended with respect to Registrable Securities held by such Purchaser). (d) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Schedule as Annex B (a “Selling Holder Questionnaire”) no later than the Closing Date. The Company shall not be required to include the Registrable Securities of a Holder in the Registration Statement who fails to furnish to the Company a fully completed Selling Holder Questionnaire by the later of (i) the Closing Date or (ii) at least five Trading Days prior to the date of filing of the Registration Statement or pre-effective amendment to the Registration Statement (in no event is the Company required to delay filing the Registration Statement or any pre-effective amendment thereto). Each Holder also agrees to provide the Company with such other information as may be reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, including but not limited to providing such information in a timely manner regarding itself, the Registrable Securities and other securities of the Company held by it and the intended method of disposition of the Registrable Securities as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities. The Company shall not be required to include the Registrable Securities of a Holder who fails to provide such reasonably requested information or who objects to the inclusion of required disclosure in the Registration Statement regarding such Holder, the Registrable Securities and other securities of the Company held by it and the intended method of disposition of the Registrable Securities. (e) Notwithstanding Section 2(a) hereof, the Company may delay or suspend the effectiveness of the Registration Statement (a “Delay Period”) if the board of directors of the Company determines in good faith that effectiveness of the Registration Statement should be suspended in accordance with the rules and regulations under the Securities Act or that the disclosure of material non-public information (“Pending Developments”) at such time would be detrimental to the Company and its subsidiaries, taken as a whole; provided that if a Delay Period occurs or if, for any other reason, after effectiveness the Registration Statement is not available to enable Holders to effect resales thereunder, the term of any Delay Period(s) and period(s) during which the Registration Statement is otherwise unavailable for use in effecting such resales, the period during which the Registration Statement shall be required to remain effective specified in clause (i) of Section 2(a) of this Schedule “D” shall be extended by the aggregate of the term(s) of any Delay Period(s) or other period(s) during which the Registration Statement may not be used by Holders to effect resales thereunder. Notwithstanding the foregoing, in no event will a Delay Period be in effect or the ability of the holders of the Securities, or the common shares underlying these securities to effect resales under such registration statement be impaired during any period in which the Company is effecting a primary public offering of its securities in the United States or Canada so that holders of the Securities, and the common shares underlying these securities, shall have the ability to effect public resales of their securities at the same time and on the same basis as purchasers in any such primary public offering. The aggregate Delay Period for all Pending Developments shall not exceed 60 consecutive calendar days in any 365-day period, and no less than 30 calendar days shall pass between any consecutive 60 calendar day Delay Period. Notwithstanding the foregoing, the Company shall use its commercially reasonable efforts to ensure that the Registration Statement is declared effective and its permitted use is resumed following a suspension as promptly as practicable. The Company shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the Delay Period. The notice of the existence of a Pending Development shall remain confidential to such Holder until such information otherwise becomes public, unless disclosure by the Holder is required by law and provided that notwithstanding such Holder’s agreement to keep such information confidential, each such Holder makes no acknowledgment that any such information is material.

Registration. (a) As soon as practicable following The Company shall use its best efforts to file the Closing Exchange Act Registration Statement on or before June 30, 2024. On or prior to each Filing Date, the Company shall prepare and file with the Commission the SEC a Registration Statement covering the resale of all 100% of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Initial Registration Statement required shall be filed on Form S-1 and each other Registration Statement filed hereunder shall be on Form S-1 S-3 (or 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 such as Form S-1 in accordance herewith, subject to the provisions of Section 2(e). The Registration Statement required hereunder ) and shall contain (except if unless otherwise directed by at least 60% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially in the form circulated “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to the Holders be named as an “underwriter” without such H▇▇▇▇▇’s express prior to filing the Registration Statementwritten consent. Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to cause the a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the applicable Effectiveness Date, and shall use commercially reasonable efforts to keep the such Registration Statement continuously effective under the Securities Act until the date when that all Registrable Securities covered by the such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holders via e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the SEC, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Trading Day immediately after the effective date of such Registration Statement, file a final Prospectus with the SEC as required by Rule 424. (b) Notwithstanding the registration obligations set forth in Section 2(a), if the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single Registration Statement, the Company shall promptly inform each of the Holders thereof and (i) use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the SEC and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (the “New Registration Statement”), in each case, covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-1 or Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-1 or Form S-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, SEC’s Securities Act Rules Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the SEC or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the Company shall first reduce or eliminate any securities to be included other than the Registrable Securities. In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such H▇▇▇▇▇’s allotment. In the event the Company amends the Initial Registration Statement or files a New Registration Statement in accordance with the foregoing, the Company will use commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or SEC Guidance, one or more registration statements on Form S-1 or Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission SEC a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated under by the SEC pursuant to the Securities Act, within seven five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission SEC that a such Registration Statement will not be “reviewed,” or is will not be subject to further review, or (iiiii) prior to the effective date when such of a Registration Statement is first declared effective by the CommissionStatement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission SEC in respect of such Registration Statement within 20 calendar days twenty (20) Trading Days after the receipt of comments by or notice from the Commission SEC that such amendment is required in order for a such Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iiiiv) a Registration Statement filed or required to be filed hereunder registering for resale all of the Registrable Securities is not declared effective by the Commission on or before SEC by the Effectiveness DateDate of the Initial Registration Statement, or (ivv) after the effective date of a Registration Statement, such Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effectiveincluded in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 calendar more than ten (10) consecutive days but no Trading Days or more than an aggregate of 15 calendar days during any 12 month period fifteen (15) Trading Days (which need not be consecutive Trading Days)(any Days) during any 12-month period, other than with respect to the filing of a post-effective amendment on Form S-1 after the Company has filed an Annual Report on Form 10-K with the SEC (any such failure or breach being referred to as an “Event,” ”, and for purposes of clause clauses (iiii) and (iv), the date on which such Event occurs, or and for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes purpose of clause (ii) the date on which such 20 calendar days five (5) Trading Day period is exceeded, or and for purposes purpose of clause (iviii) the date which such ten (10) Trading Day period is exceeded, and for purpose of clause (v) the date on which such 10 ten (10) or 15 calendar day fifteen (15) Trading Day period, as applicable, is exceeded being referred to as “Event Date”), then then, in addition to any other rights the Holders may have hereunder or under applicable law: (x) , on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cashcase, as partial liquidated damages and not as a penalty, equal to the product of 2.0% of multiplied by the aggregate purchase price Subscription Amount (as defined in the Investment Agreement) paid by such Holder pursuant to the Purchase Investment Agreement. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement for any Registrable Securities then held shall be 20.00% of the aggregate Subscription Amount paid by such HolderHolder pursuant to the Investment Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days five (5) Business Days after the date payable, the Company will pay interest thereon at a rate of twelve percent (12% %) per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-pro rata basis for any portion of a month prior to the cure of an Event. (e) 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 another appropriate form and (ii) agrees to register the Registrable Securities on Form S-3 as soon as reasonably practicable after 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 Securities has been declared effective by the SEC. The Initial Registration Statement shall be filed on Form S-1. (f) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as an “underwriter” without the prior written consent of such Holder.

Registration. (a) As soon as practicable following the Closing On or prior to each Filing Date, the Company shall prepare and file with the Commission the SEC a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement required filed hereunder shall be on Form S-1 S-3 (or 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(e). The Registration Statement required hereunder ) and shall contain (except if unless otherwise directed by the HoldersHolders of at least 50.1% of the Registrable Securities included in such Registration Statement) substantially the “Plan of Distribution” attached hereto as Annex A and substantially in the form circulated “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to the Holders be named as an “underwriter” without such Holder’s express prior to filing the Registration Statementwritten consent. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause the a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the applicable Effectiveness Date, and shall use commercially reasonable efforts to keep the such Registration Statement continuously effective under the Securities Act until the date when that all Registrable Securities covered by the such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York, New York time) on a Trading Day. The Company shall immediately notify the Holders via e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the SEC. The Company shall, by 5:30 p.m. (New York, New York time) on the second Business Day after the effective date of such Registration Statement, file a final Prospectus with the SEC as required by Rule 424. Failure to so notify the Holder within one Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the SEC, 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, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form, and ; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement, if the SEC Staff limits the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater portion 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 be reduced as follows: (i) First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; (ii) Second, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held or acquirable upon cash exercise of the Common Stock Purchase Warrant by such Holders); (iii) Third, the Company shall reduce the Registrable Securities represented by the shares of Common Stock issuable upon conversion of the Series C Preferred Stock; (iv) Fourth, the Company shall reduce the Registrable Securities represented by the shares of Common Stock issuable upon conversion of the Series A Preferred Stock; and (v) Fifth, the Company shall reduce the Registrable Securities represented by the shares of Common Stock issuable upon conversion of the New Note. In the event of a cutback hereunder, the Company shall give each Holder at least three Trading Days prior written notice along with the calculations as to such ▇▇▇▇▇▇’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by SEC or SEC Guidance 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 Initial Registration Statement, as amended. No liquidated damages shall accrue or be payable with respect to any Registrable Securities which are not included in a Registration Statement as a result of a cutback imposed by the SEC until such time as the Company is required to file an additional Registration Statement. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission SEC a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated under by the SEC pursuant to the Securities Act, within seven five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission SEC that a such Registration Statement will not be “reviewed,” or is will not be subject to further review, or (iiiii) prior to the effective date when such of a Registration Statement is first declared effective by the CommissionStatement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission SEC in respect of such Registration Statement within 20 ten (10) calendar days after the receipt of comments by or notice from the Commission SEC that such amendment is required in order for a such Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iiiiv) a Registration Statement filed or required to be filed hereunder registering for resale all of the Registrable Securities is not declared effective by the Commission on or before SEC by the Effectiveness DateDate of the Initial Registration Statement, or (ivv) after the effective date of a Registration Statement, such Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effectiveincluded in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 more than 30 consecutive calendar consecutive days but no or more than an aggregate of 15 60 calendar days during any 12 month period (which need not be consecutive Trading Days)(any calendar days) during any 12-month period (any such failure or breach being referred to as an “Event,” ”, and for purposes of clause clauses (iiii) and (iv), the date on which such Event occurs, or and for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes purpose of clause (ii) the date on which such 20 calendar days five Trading Day period is exceeded, or and for purposes purpose of clause (iviii) the date which such 10 calendar day period is exceeded, and for purpose of clause (v) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then then, in addition to any other rights the Holders may have hereunder or under applicable law: (x) , on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by $500,000. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be the product of 18% times $500,000. For the aggregate purchase price paid by such Holder pursuant to purposes of this Section 2(d), the Purchase Agreement for any Registrable Securities then held by such HolderSubscription Amount shall be proportionately reduced in the even that Conversion Shares shall have been issued and sold. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 1218% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-pro rata basis for any portion of a month prior to the cure of an Event. For avoidance of doubt, if the SEC Staff reduces the number of Registrable Securities as contemplated in Section 2(c), no liquidated penalties pursuant to Section 2(d) shall be imposed. (e) 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 another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 promptly after 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 Securities has been declared effective by the SEC. (f) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) As soon as practicable following the Closing On or prior to each Filing Date, the Company shall use reasonable efforts to prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement required filed hereunder shall be on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e) (or except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e). The Registration Statement required hereunder ) and shall contain (except if unless otherwise directed by required in connection with comments from the Holdersstaff of the Commission) substantially the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statement. attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use commercially its reasonable efforts to cause the a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the applicable Effectiveness Date, and shall use commercially its reasonable efforts to keep the such Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by the such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); provided, however, that prior to filing such amendment, the Company shall be obligated to use reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion 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 be reduced as follows: i. First, the Company shall reduce or eliminate any securities to be included by any Person other than a Holder; and ii. Second, the Company shall reduce Registrable Securities represented by the Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least two (2) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date, or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated under by the Commission pursuant to the Securities Act, within seven five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a such Registration Statement will not be “reviewed,” or is will not be subject to further review, or (iiiii) prior to the effective date when such of a Registration Statement is first declared effective by the CommissionStatement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days fifteen (15) Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for a such Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iiiiv) a Registration Statement filed or required to be filed hereunder registering for resale all of the Registrable Securities is not declared effective by the Commission on or before by the Effectiveness DateDate of the Initial Registration Statement, or (ivv) after the effective date of a Registration Statement, such Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effectiveincluded in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 more than ten (10) consecutive calendar consecutive days but no or more than an aggregate of 15 fifteen (15) calendar days during any 12 month period (which need not be consecutive Trading Days)(any calendar days) during any 12-month period (any such failure or breach being referred to as an “Event,” ”, and for purposes of clause clauses (iiii) and (iv), the date on which such Event occurs, or and for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes purpose of clause (ii) the date on which such 20 calendar days five (5) Trading Day period is exceeded, or and for purposes purpose of clause (iviii) the date which such fifteen (15) Trading Day period is exceeded, and for purpose of clause (v) the date on which such 10 ten (10) or 15 fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then then, in addition to any other rights the Holders may have hereunder or under applicable law: (x) , on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price Subscription Amount paid by such Holder pursuant to the Purchase Agreement. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement for any Registrable Securities then held shall be 9.9% of the aggregate Subscription Amount paid by such HolderHolder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days Trading Days after the date payable, the Company will pay interest thereon at a rate of 129.9% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-pro rata basis for any portion of a month prior to the cure of an Event. (e) 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 another appropriate form and (ii) undertake to register the 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 Securities has been declared effective by the Commission.

Registration. (a) As soon as practicable following the Closing DatePubco shall prepare, the Company and shall prepare and use it best efforts to file with the Commission on or before the Filing Date, the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall shall, at Pubco's election, be on Form S-1 SB-2 (or except if Pubco is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case the Registration Statement shall be on another appropriate form in accordance herewith)) or Form S-1. The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” substantially in the form circulated "PLAN OF DISTRIBUTION" attached hereto as ANNEX A. Pubco shall use its best efforts to the Holders prior to filing cause the Registration StatementStatement to become effective and remain effective as provided herein. Subject to the terms of this Agreement, the Company Pubco shall use commercially reasonable its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use commercially reasonable its best efforts to keep the Registration Statement continuously effective under the Securities Act until the date earlier of (a) twenty-four months after the Effectiveness Date and (b) such time when all the Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company Pubco pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s Pubco's transfer agent and the affected Holders (the “Effectiveness Period”"EFFECTIVENESS PERIOD"). (b) If: (i) a Registration Statement is not filed on or prior to the Company Filing Date (if Pubco files a Registration Statement without affording Holders the opportunity to review and comment on the same as required by Section 3(a), Pubco shall not be deemed to have satisfied this clause (i)); or (ii) Pubco fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven by the later of (x) five Trading Days of from the date that the Company Pubco is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “"reviewed,” " or is not subject to further reviewreview ("COMMISSION NOTICE") and (y) ten Trading Days from the date that Pubco receives a Commission Notice if (A) Pubco's Board of Directors determines in its good faith judgment that it is advisable to delay the effectiveness of the Registration Statement, and (B) Pubco provides each Holder with a certificate signed by the President or Chief Executive Officer of the Company of such delay (not later than one day following the receipt of notice from the Commission); or (iiiii) prior to the date when such Registration Statement is first declared effective by the Commission, the Company Pubco fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days ten Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, ; or (iiiiv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, ; or (ivv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days during any 12 month period cases twenty Trading Days (which need not be consecutive Trading Days)(any days) in the aggregate during any 12-month period (any such failure or breach being referred to as an “Event"EVENT,” " and for purposes of clause (iiii) or (iv) the date on which such Event occurs, or for purposes of clause (iii) the date on which such seven five or ten Trading Day period, as applicable, is exceeded, or for purposes of clauses (iii) the date which such ten Trading Day period is exceeded, or for purposes of clause (ii) the date which such 20 calendar days is exceeded, or for purposes of clause (ivv) the date on which such 10 or 15 calendar day period, as applicable, twenty Trading Day period is exceeded being referred to as “Event Date”"EVENT DATE"), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company Date, Pubco shall pay to each Holder Purchaser an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.01% of the aggregate purchase price paid by such Holder pursuant to Purchaser for the Purchase Agreement for any Registrable Securities then held by such Holder; Purchaser and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company Pubco shall pay to each Holder Purchaser an amount in cash, as partial liquidated damages and not as a penalty, 2.0equal to 2% of the aggregate purchase price paid by such Holder pursuant to Purchaser for the Purchase Agreement for any Registrable Securities then held by such Holder: PROVIDED, HOWEVER, that notwithstanding any provision herein to the contrary, Pubco shall not be required to make payments under this Section 2(b) in excess of 10% of the aggregate purchase price paid by the Purchasers for the Registrable Securities. If the Company Pubco fails to pay any partial liquidated damages pursuant to this Section 2(b) in full within seven days after of the date payable, the Company will Pubco shall pay interest thereon at a rate of 1218% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the HolderPurchasers, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then Pubco shall file as soon as practicable, an additional Registration Statement (or, if permitted by law, a post-effective amendment to such Registration Statement) covering the resale of Common Stock by the Holders of not less than all of such Registrable Securities, and Pubco shall use best efforts to cause such Registration Statement to be declared effective as soon as practicable thereafter.

Registration. (a) As soon as practicable following the Closing On or prior to each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities for an a selling stockholder resale offering to be made on a continuous basis pursuant to Rule 415. The Company shall be required to file no more than two Registration Statements registering a Minimum Borrowing Note pursuant to this Agreement. The Company shall not be required to prepare or file a Registration Statement required hereunder for less than $500,000 in Registrable Securities. Each Registration Statement shall be on Form S-1 S-3 (or except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall cause each Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statementbecome effective and remain effective as provided herein. Subject to the terms of this Agreement, the The Company shall use commercially its reasonable commercial efforts to cause the each Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the Effectiveness Date, and . The Company shall use commercially its reasonable commercial efforts to keep the each Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities covered by the such Registration Statement have been sold or (ii) all Registrable Securities covered by such Registration Statement may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s 's transfer agent and the affected Holders (the “each, an "Effectiveness Period”"). (b) If: (i) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven Trading Days Within three business days of the date that the Company is notified by the Commission that a Registration Statement will not be “reviewed,” or is not subject to further review, or (ii) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (iv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days during any 12 month period (which need not be consecutive Trading Days)(any such failure or breach being referred to as an “Event,” and for purposes of clause (iii) the date on which such Event occurs, or for purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (ii) the date which such 20 calendar days is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company shall pay cause its counsel to each Holder issue a blanket opinion in the form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an amount effective registration statement and can be reissued free of restrictive legend upon notice of a sale by the Purchaser and confirmation by the Purchaser that it has complied with the prospectus delivery requirements, provided that the Company has not advised the transfer agent orally or in cash, as partial liquidated damages and not as a penalty, equal to 2.0% writing that the opinion has been withdrawn. Copies of the aggregate purchase price paid blanket opinion required by such Holder pursuant this Section 2(c) shall be delivered to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if Purchaser within the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Eventtime frame set forth above.

Registration. (a) As soon as practicable following On or prior to the Closing Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement required hereunder shall be on Form S-1 S-3 (or except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Each Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “"Plan of Distribution” substantially in the form circulated " attached hereto as Annex A. The Company shall cause such Registration Statement to the Holders prior to filing the Registration Statementbecome effective and remain effective as provided herein. Subject to the terms of this Agreement, the The Company shall use commercially reasonable its best efforts to cause the each Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the prior to its Effectiveness Date, and shall use commercially reasonable its best efforts to keep the each Registration Statement continuously effective under the Securities Act until the date which is two years after the date that such Registration Statement is declared effective by the Commission or such earlier date when all Registrable Securities covered by the such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s 's transfer agent and the affected Holders (the “"Effectiveness Period”"). (b) If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording Special Counsel to the Holder the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “"reviewed,” " or is not subject to further review, or (iiiii) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days ten Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iiiiv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before within 180 days from the Effectiveness Closing Date, or (ivv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 calendar consecutive days but no more than cases an aggregate of 15 calendar days during any 12 month period ten Trading Days (which need not be consecutive Trading Days)(any Days) (any such failure or breach being referred to as an “"Event,” " and for purposes of clause (iiii) or (iv) the date on which such Event occurs, or for purposes of clause (iii) the date on which such seven five Trading Day period is exceeded, or for purposes of clauses (iii) the date which such ten Trading Day period is exceeded, or for purposes of clause (ii) the date which such 20 calendar days is exceeded, or for purposes of clause (ivv) the date on which such 10 or 15 calendar day period, as applicable, ten Trading Day period is exceeded being referred to as “"Event Date”"), then in addition additional to any other rights the Holders may have hereunder or under applicable law: (x) on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.01% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such HolderAgreement; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0equal to 1% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement Agreement; provided, however, that each of the periods specified above shall be extended for any Registrable period of time in which the Company is unable to act with respect to the above items solely due to the failure of the Holder or Special Counsel for the Holders to provide the individuals that exercise voting and/or investment power over the Securities then held and to provide the Holders' beneficial ownership of the Common Stock or Special Counsel's failure to provide comments to the Company, if any (and if Special Counsel has no comments, notice of such), on any documents to be filed; and, provided, further, that in no event shall the aggregate amount of damages payable by the Company pursuant to this Section 2(b) exceed 18% of the aggregate purchase price paid by the Holders pursuant to the Purchase Agreement and amounts payable as to any month shall be reduced as to such HolderHolder pro-rata for shares otherwise saleable during such month pursuant to Rule 144. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 1218% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event.

Registration. (a) As soon as practicable following On or prior to the Closing Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering covering, among other things, the resale of all or such portion (as permitted by SEC Guidance and Rule 415) of the Registrable Securities for on such Filing Date that are not then registered on an offering to be made on a continuous basis pursuant to Rule 415effective Registration Statement. The Registration Statement required hereunder shall be on Form S-1 (or on another appropriate form in accordance herewith). The Registration Statement required hereunder and shall contain (except if otherwise directed by the Holders) substantially the “Plan of Distribution” substantially in the form circulated to the Holders prior to filing the Registration Statement. attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its commercially reasonable best efforts to cause have the Registration Statement to be declared effective under the Securities Act as promptly as possible within ninety (90) days after the filing thereof, but in any event not later than the Effectiveness DateRegistration Statement is filed, and shall use its commercially reasonable best efforts to keep the such Registration Statement continuously effective under the Securities Act until the earlier of (a) three years from the Effectiveness Date; or (b) the date when all Registrable Securities covered by the such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). (b) If: (i) the Registration Statement is not filed on or prior to its Filing Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a the Initial Registration Statement will not be “reviewed,” or is not be subject to further review, or (iiiii) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days thirty (30) Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for a such Initial Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (iv) after the Effectiveness Date of a Registration Statement, such Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effectiveincluded in such Registration Statement, or the Holders are Holder is otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 more than ten (10) consecutive calendar consecutive days but no or more than an aggregate of 15 twenty (20) calendar days during any 12 twelve (12) month period (which need not be consecutive Trading Days)(any calendar days) (any such failure or breach being referred to as an “Event,” ”, and for purposes of clause (iii) i), the date on which such Event occurs, or for purposes of clause (iii) the date on which such seven five (5) Trading Day period is exceeded, or for purposes of clause (iiiii) the date which such 20 calendar days twenty (20) Trading Day period is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar day periodclause, as applicable, is exceeded being referred to as “Event Date”), then then, in addition to any other rights the Holders Holder may have hereunder or under applicable law: (x) , on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each the Holder an amount in cash, as partial liquidated damages and not as a penalty, 2.0% equal to $500 per month (not to exceed an aggregate of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement $5,000), pro-rated for any Registrable Securities then held by such Holderperiods of less than thirty (30) days. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of 1218% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-pro rata basis for any portion of a month prior to the cure of an Event. If the Company fails to file the Registration Statement on or before the Filing Date, the exercise price of the Warrant issued in the Offering shall be adjusted downward from $0.15 to $0.10 per share. (c) The Company shall notify the Holder of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Registration Statement until the requisite changes have been made and which notice shall be made by public dissemination of information by filing a Report on Form 8-K or otherwise) as promptly as reasonably possible (and, in the case of (i)(A) below, not less than one Trading Day prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one Trading Day following the day (i)(A) when a Registration Statement or any supplement or post-effective amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement; and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to a Registration Statement or for additional information; (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement or other documents so that, in the case of a Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (vi) the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement, provided that any and all of such information shall remain confidential to the Holder until such information otherwise becomes public, unless disclosure by the Holder is required by law; provided, further, that notwithstanding the Holder’s agreement to keep such information confidential, the Holder makes no acknowledgement that any such information is material, non-public information. (d) In the event that the SEC shall seek to impose a limitation on the number of Registrable Securities that may be included in the Registration Statement as a secondary offering pursuant to Rule 415 under the Securities Act or otherwise, the Company shall include in such registration (i) first, the Registrable Securities, reduced, pro rata, among the Holders; and (ii) second, any Company securities owned by other owners who have requested registration, reduced as determined by the Company. (e) Once the SEC has declared the Registration Statement effective, the Company shall use its commercially reasonable efforts to maintain the effectiveness of such Registration Statement during the Effectiveness Period and shall use its commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of the Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment. (f) The Company shall promptly deliver to each Holder, without charge, as many copies of the Prospectus and each amendment or supplement thereto as such Holders may reasonably request in connection with resales by the Holder of Registrable Securities. (g) The Company shall use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each of the registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction. (h) Upon learning that a prospectus that is part of the Registration Statement contains a material misstatement or omission that causes other statements made therein to be materially inaccurate, as promptly as reasonably possible, the Company shall notify the Holders to cease selling Registrable Securities and shall prepare a supplement or amendment, including a post- effective amendment, to the Registration Statement or a supplement to the related prospectus, and file any other required document so that, as thereafter delivered, neither the Registration Statement nor such prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Holder agrees to cease selling Registrable Securities immediately upon notice from the Company that the prospectus related to the Registrable Securities is not current and not to resume selling Registrable Securities until notified by the Company that he or she may do so. (i) In order for a Holder to include Registrable Securities in the Registration Statement, each Holder must complete and execute the Selling Shareholder Questionnaire in the form accompanying the Subscription Agreement and return it to the Company together with the Subscription Agreement. Any subsequent Holder must complete and execute the Selling Shareholder Questionnaire prior to the due date set forth therein. If any Holder returns his, her or its Selling Shareholder Questionnaire after the stated deadline, the Company shall not be required to include such Holder’s Registrable Securities in the Registration Statement. (j) Notwithstanding anything else set forth herein, the Company may suspend the use of the prospectus that is part of the Registration Statement (a “Blackout Period”) for valid business reasons (not including avoidance of its obligations hereunder) or to avoid premature public disclosure of a pending corporate transaction, including pending acquisitions or divestitures of assets, mergers and combinations and similar events; provided that promptly following the termination of the Blackout Period, the Company shall notify Holders that the Blackout Period has ended. (k) The rights to cause the Company to register Registrable Securities may be assigned by a Holder to a transferee or assignee of Registrable Securities (for so long as such shares remain Registrable Securities) provided, however, (i) the transfer must comply with this Registration Rights Agreement; (ii) the transferor shall, within ten (10) days after such transfer, furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and (iii) such transferee shall agree to be subject to and bound by all obligations and restrictions set forth in this Registration Rights Agreement.