Common use of Registration Clause in Contracts

Registration. (a) On or prior to the 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-3 (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” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use 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 its best 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 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 (iii) 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 15 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive days but no more than an aggregate of 15 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 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 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 15% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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) On or prior to the 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-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder for such purpose) and shall contain (except if otherwise directed by required pursuant to written comments received from the HoldersCommission upon a review of such Registration Statement) substantially the “"Plan of Distribution” " attached hereto as Annex A. Subject A with respect to the terms of this Agreement, the Holders. The Company shall use its best efforts to cause the 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 DateDate for such Registration Statement, and shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the earliest of (i) the date when which is five years after the date that the Registration Statement is declared effective by the Commission or (ii) such time as all Registrable Securities covered by the such Registration Statement have been sold or may be sold resold by the Holders without volume restrictions pursuant to under Rule 144(k) as determined by promulgated under the counsel to Securities Act or (iii) the Company pursuant to a written opinion letter to such effect, addressed and acceptable to date on which the Company’s transfer agent and Holders shall have publicly sold all the affected Holders Registrable Securities (the “"Effectiveness Period”"). (b) If for any reason the Commission does not permit all of the Shares and all Warrant Shares to be included in the Registration Statement filed pursuant to Section 2(a), or for any other reason any Registrable Securities are not permitted by the Commission to be included in a Registration Statement filed under this Agreement, then the Company shall prepare and file as soon as possible after the date on which the Commission shall indicate as being the first date or time that such filing may be made, but in any event by the 30th day following such date, an additional Registration Statement covering the resale of all 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, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form for such purpose). Each such Registration Statement 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" attached hereto as Annex A with respect to the Holders. The Company shall 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 for such Registration Statement, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period. (c) If: (i) a Registration Statement is not filed on or prior to the its Filing Date (if the Company files a Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a)) hereof, 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 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 (iii) 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 15 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the prior to its required Effectiveness Date, or (viii) after a the Effective Date, such Registration Statement is first declared ceases to be effective by and available to the Commission, it ceases for any reason to remain continuously effective 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 consecutive days but no more than an aggregate of 15 days during more than 20 Trading Days (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 clauses (i) or and (ivii) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 20 Trading Day Day-period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 day period, as applicable, is exceeded being referred to as “"Event Date”"), then then, in addition to any other rights available to the Holders may have hereunder under the Transaction Documents or under applicable law: (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 2.01% of the aggregate purchase price paid by Investment Amount of 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 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 liquidated damages and not as a penalty, 2.0equal to 2% of the aggregate purchase price Investment 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 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 1512% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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) On or prior to the 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-3 SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3SB-2, 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” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use 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 its best 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 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 (iii) 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 15 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (viv) 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 ten (10) consecutive calendar days but no more than an aggregate of 15 fifteen (15) calendar days during any 12 month twelve (12)-month period (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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes 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 in addition to any other rights the Holders may have hereunder or under applicable law: (x) , then, on each such Event Date the Company shall pay to each Holder an amount in cash, as 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 1.5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such HolderHolder based on the per Share Purchase Price. 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 1512% 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. Notwithstanding anything herein to the contrary, if an Event or the continuation of an Event is caused solely as a result of an act or omission by a Holder, the Company shall not be liable to pay liquidated damages to such Holder that otherwise would result on account of such Event or continuation of an Event.

Registration. (a) On or prior to the Filing Date, 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 Company shall cause the Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith)become effective and remain effective as provided herein. The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use 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 . The Company shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the earlier 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) Within three business days after the Effective Date of 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)Statement, the Company shall not cause its counsel to issue a blanket opinion in the form attached hereto as Exhibit A, to its transfer agent stating that the Registrable Securities are subject to an effective registration statement and can be deemed to have satisfied this clause (i)), or (ii) the Company fails to file reissued free of restrictive legend upon notice of a sale by a Purchaser and confirmation by such Purchaser that he has complied with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Actprospectus delivery requirements, within five Trading Days of the date provided that the Company is notified (has not advised the transfer agent orally or in writing, whichever is earlierwriting that the opinion has been withdrawn. Copies of the blanket opinion required by this Section 2(b) by the Commission that a Registration Statement will not shall be “reviewed,” or is not subject to further review, or (iii) 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 15 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive days but no more than an aggregate of 15 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 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 Event Date the Company shall pay delivered to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 2.0% of Purchaser within 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 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 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 15% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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 period set forth above.

Registration. (a) On or prior to the Filing Date, the Company shall use its best efforts to 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-3 (except if SB-2 and shall register the Company is not then eligible to register for resale of the Registrable Securities on Form S-3, in which case Shares and the Registration shall be on another appropriate form in accordance herewith)Warrant Shares. The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best 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 best commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the earlier of the date when all Registrable Securities covered by the Registration Statement (a) have been sold sold, transferred or disposed of pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) 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 's transfer agent and the affected Holders (the “"Effectiveness Period”"). (b) If: (i) a Registration Statement is (i) not filed on or prior to the 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 pay to each Holder an amount in shares, as liquidated damages and not be deemed as a penalty, equal to have satisfied this clause (i)), or 1% of the aggregate Shares purchased by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and if (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five 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 (iii) 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 15 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (viii) 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 not sold, disposed of or transferred for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable SecuritiesSecurities through no fault of their own, for in any such case 10 consecutive days but no more than an aggregate of 15 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 (i) or (ivii) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date on which such 15 twenty Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 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 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 15% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in fullFiling Date and Effective Date. The 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) On or prior to the Filing DateAs promptly as reasonably practical, 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-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on Form S-1 or another appropriate form in accordance herewith). The Registration Statement required hereunder herewith as the Purchaser may consent) and shall contain (except if otherwise directed by the HoldersPurchaser) substantially the “"Plan of Distribution” " attached hereto as Annex A. Subject to Exhibit B. The Company and Purchasers acknowledge that, at the terms time of this AgreementAmendment, the Company is in the process of re-auditing certain financial statements which may impact the filing of the Registration Statement and that, therefore, the Company may not be in a position to file any such Registration Statement until following the re-audit of such financials and the filing of the related reports under the Exchange Act. (b) The Company shall use its best efforts to cause the Registration Statement to be declared effective under by the Securities Act Commission as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, thereof and shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the such time as all Shares can be sold under Rule 144 in any consecutive 180-day period 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 (the “"Effectiveness Period”"). (bc) 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 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 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 (iii) 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 notify Purchaser in writing to comments made by the Commission promptly (and in respect of such Registration Statement any event within 15 one Trading Days Day) 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, or . (ivd) a Registration Statement filed or required to be filed hereunder This Section has been deleted in its entirety and is not declared effective by no longer applicable. (e) This Section shall continue in the Commission on or before form set forth in the Effectiveness Date, or Agreement. (vf) after a Registration Statement is first declared effective by This Section shall continue in 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 form set forth in the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive days but no more than an aggregate of 15 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 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 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 15% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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 EventAgreement.

Registration. (a) On or prior to the 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-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder ) and shall contain (except if otherwise directed agreed by the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the The Company shall use 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 later than prior to the Effectiveness Date, and shall use its reasonable best efforts to keep the such Registration Statement continuously effective under the Securities Act until the date which is five years after the date that the Registration Statement is declared effective by the Commission or such earlier 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 Purchasers (the “Effectiveness Period”). (b) If: (i) a the Registration Statement is not filed on or prior to the Filing Date (if the Company files a the 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, Act within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a the Registration Statement will not be “reviewed,” or is not subject to further review, or (iii) prior the Company fails to respond to any comments made by the date when Commission within twenty Trading Days after the receipt of such comments, or (iv) the Registration Statement filed hereunder is not declared effective by the Commission by the Effectiveness Date, or (v) after the Registration Statement is first filed with and declared effective by the Commission, the Company fails Registration Statement ceases to file be effective as to all Registrable Securities to which it is required to relate at any time prior to the expiration of the Effectiveness Period without being succeeded within twenty Trading Days by an amendment to the Registration Statement or by a pre-effective subsequent Registration Statement filed with the Commission, (vi) an amendment and otherwise respond in writing to comments made the Registration Statement is not filed by the Company with the Commission in respect of such Registration Statement within 15 fifteen Trading Days after of the receipt of comments by or notice from Commission’s notifying the Commission Company that such amendment is required in order for a the Registration Statement to be declared effective, or (ivvii) a the Company suspends the use of the Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on Holders for more than sixty consecutive days or before during any 365-day period suspends the Effectiveness Date, or (v) after a use of the 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 consecutive days but no more than an aggregate of 15 120 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day Day-period is exceeded, or for purposes of clause clauses (iii) or (vi) the date which such 15 fifteen Trading Day Day-period is exceeded, or for purposes of clause clauses (v) and (vii) the date on which such 10 or 15 day period, as applicable, twenty Trading Day period is exceeded being referred to as an “Event Date”)) , then in addition to any other rights the Holders may have hereunder or under applicable lawthen: (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as 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 HolderAgreement; 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 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 HolderAgreement. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 158% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages Notwithstanding the foregoing, the maximum liability of the Company after the date hereof pursuant to this Section 2(b) shall not exceed $3,500,000 (and the terms Company shall have no obligation to make any payments after the date hereof shall apply on a daily pro-rata basis for any portion of a month prior pursuant to this Section 2(b) to the cure extent that the aggregate of an Eventall such payments would exceed $3,500,000).

Registration. (a) On or prior to the Filing Date, the Company shall use its reasonable best efforts to 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 Each Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the 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) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use 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 its reasonable best efforts to keep the each 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 transfer agent and the affected Holders (the “Effectiveness Period”). The Company shall immediately notify the Holders via facsimile of the effectiveness of a Registration Statement on the same day that the Company receives notification of the effectiveness from the Commission. (b) If: (i) 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 is not filed on or prior to the Filing Date (if Statement, then the Company files a shall, as necessary, file as soon as reasonably practicable an additional Registration Statement without affording covering the Holder resale by the opportunity to review and comment on the same as required by Section 3(a), the Company shall Holders of 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 five Trading Days less than 100% 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 (iii) 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 number of such Registration Statement within 15 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive days but no more than an aggregate of 15 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 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 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 15% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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) On or prior to the Filing Date, the 1. The Company shall prepare and file with the Commission the Registration Statement covering the register for resale of some or all (depending on the limitations set out in this Agreement) of the Registrable Securities with the Commission simultaneous with the filing of a registration statement with the Commission for an the initial public offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be of shares of the Company’s ordinary shares on Form S-3 F-1 (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” attached hereto as Annex A. F-1”). 2. Subject to the terms of this Agreement, the Company shall use its best 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 prior to the applicable Effectiveness Date, and shall use 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 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) 3. If the registration is being made pursuant to a registered public offering that is to be made by underwriter(s), the Company shall so advise the Holders of the Registrable Securities eligible for inclusion in such Registration Statement pursuant to Section 3. In that event, the right of any Holder to registration shall be conditioned upon such Holder’s participation and the inclusion of such Holder’s Registrable Securities in such registered public offering to the extent provided herein. Notwithstanding any other provision of this Agreement, if at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not filed eligible to be made on a delayed or prior to continuous basis under 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 provisions of Rule 461 promulgated 415 under the Securities Act, within five Trading Days of the date Company shall use commercially reasonable efforts to persuade the SEC that the Company is notified (orally or in writing, whichever is earlier) offering contemplated by the Commission that a Registration Statement will not be “reviewed,” or is not subject to further review, or (iii) prior to the date when such Registration Statement is first declared effective a valid secondary offering and not an offering “by or on behalf of the Commissionissuer” as defined in Rule 415. The Holder shall have the right to participate in any meetings or discussions regarding the SEC’s position and to comment on any written submission made to the SEC with respect thereto. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2(c), the Company fails SEC refuses to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 15 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive days but no more than an aggregate of 15 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 curedalter its position, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, 2.0% (i) remove from the Registration Statement such portion of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”); provided however, that the Company shall not agree to name any Holder as an “underwriter” in such Registration Statement without the prior written consent of such Holder. If The Company shall so advise all Holders (except those Holders who failed to timely elect to include their Registrable Securities or have indicated to the Company fails their decision not to pay any liquidated damages pursuant do so), and indicate to this Section each such Holder the number of shares of Registrable Securities that may be included in full within seven days after the registration. The number of ordinary shares that may be included in the F-1, subject to the SEC Restrictions if any, shall be allocated first to the Company and then, subject to obligations and commitments existing as of the date payablehereof, to all selling stockholders, including the Company will pay interest thereon at Holders, who have requested to sell in the registration on a rate pro rata basis according to the number of 15% per annum (or such lesser maximum amount that is permitted shares requested to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Eventincluded therein.

Registration. (a) On or prior to the 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-3 (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” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best 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 best 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 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 (iii) 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 15 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such cases 15 consecutive Trading Days or in any individual case 10 consecutive days but no more than an aggregate of 15 days 25 Trading 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 10 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 15 or 15 day 25 Trading 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 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 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 15% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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. As soon as possible following the Closing Date (a) On or prior to but not later than the Filing Date), the Company shall prepare and file with the Commission the a "shelf" Registration Statement covering the resale of all of the Registrable Securities for an a secondary or resale offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except or if such form is not available to 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 form appropriate form for such registration in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use 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 one hundred and twenty (120) days after the Effectiveness Date, and shall use its best 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 Closing 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 including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act, Act within five Trading (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “"reviewed,” " or is not be subject to further review, or ) and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (iiix) prior to the date when all Registrable Securities covered by 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 15 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, have been sold or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive days but no more than an aggregate of 15 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 (i) or (ivy) the date on which such Event occurs, or for purposes of clause (iithe Registrable Securities may be sold without any restriction pursuant to Rule 144(k) as determined by the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 day period, as applicable, is exceeded being referred counsel to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such Event Date the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). Upon the initial filing thereof, the Registration Statement shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 2.0cover at least 100% of the aggregate purchase price paid by such Holder pursuant to shares of Common Stock for issuance upon the Purchase Agreement for any Registrable Securities then held by such Holder; conversion of the Preferred Stock 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 liquidated damages and not as a penalty, 2.0100% of the aggregate purchase price paid by such Holder pursuant shares of Common Stock for issuance upon the exercise of the Warrants. Such Registration Statement also shall cover, to the Purchase Agreement for any Registrable extent allowable under the Securities then held by Act and the Rules promulgated thereunder (including Securities Act Rule 416), such Holder. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payableindeterminate number of additional shares of Common Stock resulting from stock splits, the Company will pay interest thereon at a rate of 15% per annum (stock dividends or such lesser maximum amount that is permitted to be paid by applicable law) similar transactions with respect to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an EventRegistrable Securities.

Registration. (a) On or prior to the 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-3 (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 S-1 or 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. A and substantially the “Selling Shareholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use 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 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) a the Initial Registration Statement is not filed on or prior to the its Filing Date (if the Company files a the Initial Registration Statement without affording the Holder 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 not 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 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 (iii) 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 15 Trading Days 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, or (iv) 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 (v) 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 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 (i) or and (iv) ), the date on which such Event occurs, or and for purposes purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, or and for purposes purpose of clause (iii) the date which such 15 Trading Day ten (10) calendar day period is exceeded, or and for purposes 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 1518% 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) On or prior to the 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-3 (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” "PLAN OF DISTRIBUTION" attached hereto as Annex ANNEX A. Subject to the terms of this Agreement, the Company shall use 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 its best 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 's transfer agent and the affected Holders (the “Effectiveness Period”"EFFECTIVENESS PERIOD"). The Company shall promptly notify the Holders via facsimile of the effectiveness of the Registration Statement on the same day that the Company receives notification of the effectiveness from the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b). The Company shall, within 1 Trading Day of the day that the Company receives notification of the effectiveness from the Commission, file a Form 424(b)(5) with the Commission. After the date hereof, if the Company becomes eligible to use Form S-3 for the resale of the Registrable Securities, the Company will use commercially reasonable efforts to amend or file a new registration statement on Form S-3 for the resale of the Registrable Securities. (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 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 (iii) 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 15 Trading Days 10 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive calendar days but no more than an aggregate of 15 days Trading Days during any 12 month period (which need not be consecutive Trading Days)(any such failure or breach being referred to as an “Event"EVENT,” " and for purposes of clause (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day 10 calendar day period is exceeded, or for purposes of clause (v) the date on which such 10 calendar day period or 15 day Trading Day period, as applicable, 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) , then, on each such Event Date the Company shall pay to each Holder an amount in cash, as 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 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 1518% 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) On or prior to the No later than 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 Subject to the provisions of Section 2(d), each Registration Statement required filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration shall be F-3 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. A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use 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 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 addressed, delivered and acceptable to the Company’s transfer agent Depositary and Transfer Agent and the affected Holders (the “Effectiveness Period”). (b) If: (i) . The Company shall request effectiveness of a Registration Statement is not filed on telephonically 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 submitting a request for acceleration in accordance with Rule 461 promulgated under pursuant to the Securities Act, within five in either case as of 5:00 p.m. (New York City time) on a Trading Days Day. The Company shall immediately notify the Holders by e-mail of the date effectiveness of a Registration Statement on the same Trading Day that the Company is notified 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. (orally or 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. (b) Notwithstanding the registration obligations set forth in writingSection 2(a), whichever is earlier) 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 F-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(d) with respect to filing on Form F-3 or other appropriate form, 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 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 the Warrant Shares underlying the Warrants (applied, in the case that some Warrant Shares underlying the Warrants may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares underlying the Warrants held by such Holders); and c. Third, the Company shall reduce Registrable Securities represented by the Ordinary Shares underlying the ADSs (applied, in the case that some Ordinary Shares underlying the ADSs may be registered, to the Holders on a pro rata basis based on the total number of unregistered Ordinary Shares underlying the ADSs 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 H▇▇▇▇▇’s allotment. Subject to Section 2(d), 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 F-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) Notwithstanding anything to the contrary contained herein, in the event Form F-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 F-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 will not be “reviewed,” or is not subject to further review, or (iii) prior to on Form F-3 covering the date when such Registration Statement is first Registrable Securities has been declared effective by the Commission. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company fails be permitted to file name any Holder or affiliate of a pre-effective amendment and otherwise respond in writing to comments made by Holder as any “underwriter” without the Commission in respect prior written consent of such Registration Statement within 15 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive days but no more than an aggregate of 15 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 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 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 15% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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) On or prior to the 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 Foul’ S-1 and each other Registration Statement filed hereunder shall be on Form Foul’ S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form Foul’ S-3, in which case the Registration such registration shall be on another appropriate form foul’ such as Foul’ 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. A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such H▇▇▇▇▇’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best 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 its best 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 Foil 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) a the Initial Registration Statement is not filed on or prior to the its Filing Date (if the Company files a the Initial Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a)) herein, the Company shall not 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 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 (iii) 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 15 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, or (iv) 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 (v) 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 days but no Trading Days or more than an aggregate of 15 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 (i) or and (iv) ), the date on which such Event occurs, or and for purposes purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, or and for purposes purpose of clause (iii) the date which such 15 ten (10) Trading Day period is exceeded, or and for purposes purpose of clause (v) the date on which such 10 ten (10) or 15 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 15% 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 terns 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 foul’ 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 peunitted to name any Holder or affiliate of a Holder as an “underwriter” without the prior written consent of such H▇▇▇▇▇.

Registration. (a) On or prior to the 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-3 (except if unless the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder ) and shall contain (except if unless otherwise directed by the HoldersHolders and except to the extent the Company determines that modifications thereto are required under applicable law) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use 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 prior to the Effectiveness Date, and shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two years after the date that the Registration Statement is declared effective by the Commission or such earlier 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”). The Company shall notify the Holders via facsimile within one (1) Trading Day of the effectiveness of the Registration Statement on the same day that the Company receives notification of the effectiveness from the Commission. (b) If: (i) a the Registration Statement is not filed on or prior to the its Filing Date (if the Company files a the Registration Statement without affording the Holder Holders 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 five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a the Registration Statement will not be “reviewed,” or is not subject to further review, or (iii) prior to the date when such Registration Statement is first declared effective by the CommissionEffectiveness Date, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such the Registration Statement within 15 10 Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for a the Registration Statement to be declared effective, or (iv) a the Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before by the Effectiveness Date, or (v) after a the Effectiveness Date, the 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, Securities for 10 consecutive Trading Days or in any such individual case 10 consecutive days but no more than an aggregate of 15 days Trading Days during any 12 month period (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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 10 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 day Trading 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 every monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) thereof until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 2.0% per month of (i) the aggregate purchase price Subscription Amount paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder and covered (or to be covered) by the Registration Statement, and (ii) if the Warrants are “in the money” and then held by the Holder, the value of any outstanding Warrants (valued at the difference between the average Closing Price during the applicable month and the Exercise Price multiplied by the number of shares of Common Stock the Warrants are exercisable into). If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 15% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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) On or prior to the Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be 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” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use 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 prior to the applicable Effectiveness Date, and shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the sooner of the second anniversary of the date when of such effectiveness or the date that all Registrable Securities covered by the Registration Statement have been sold sold, or may be sold without volume restrictions pursuant to Rule 144(k) 415, 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 . Notwithstanding anything to the contrary contained herein, the amount of Registrable Securities required to be included in the Registration Statement is as described in this Section 2 shall not filed on or prior to exceed the Filing Date (if the Company files maximum amount of Registrable Securities which may be included in a Registration Statement without affording exceeding registration limitations imposed by the Holder SEC pursuant to Rule 415 under the opportunity to review and comment Securities Act (the “Rule 415 Amount”). In the event that less than all of the Registrable Securities are included in the Registration Statement as a result of such limitations, then the Company will file additional Registration Statements each registering the Rule 415 Amount, seriatim, until all of the Registrable Securities have been registered. The Company shall telephonically request effectiveness of the Registration Statement as of 5:00 pm Eastern time on a Trading Day. The Company shall immediately notify the Holders via facsimile of the effectiveness of the 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 the Registration Statement. The Company shall, by 9:30 am Eastern time on the second Trading Day after the Filing Date, file a final Prospectus with the Commission as required by Section 3(a), Rule 424. All selling shareholders included on the Company applicable Registration Statement 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 five Trading Days given notice 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 (iii) 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 effectiveness of such Registration Statement within 15 Trading Days after substantially at 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive days but no more than an aggregate of 15 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 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 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 15% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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 Eventsame time.

Registration. (a) On or prior to the 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-3 S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form Form S-3 in accordance herewith) subject to the provisions of Section 2(e). The Registration Statement required hereunder ) and shall contain (except if otherwise directed by the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such H▇▇▇▇▇’s express prior written consent. Subject to the terms of this Agreement, the Company shall use 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 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 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. (b) If: (i) 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 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 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 3(a2(e); provided, however, that prior to filing such amendment, the Company shall not be deemed obligated to have satisfied 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 clause Agreement, 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 (i)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), or (ii) 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 and is subordinate in priority of registration rights held by prior investors that are not current Affiliates of the Company. In the event of a cutback hereunder, the Company fails shall give the Holder at least three (3) 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 in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission a request 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 acceleration in accordance with Rule 461 promulgated under resale those Registrable Securities that were not registered for resale on the Securities ActInitial Registration Statement, within five Trading Days as amended. (d) If Form S-1 is not available for the registration of the date 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-1 as soon as such form is available, provided that the Company is notified (orally or shall maintain the effectiveness of the Registration Statement then in writing, whichever is earlier) by the Commission that effect until such time as a Registration Statement will not be “reviewed,” or is not subject to further review, or (iii) prior to on Form S-1 covering the date when such Registration Statement is first Registrable Securities has been declared effective by the Commission. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company fails be permitted to file name any Holder or affiliate of a pre-effective amendment and otherwise respond in writing to comments made by Holder as any Underwriter without the Commission in respect prior written consent of such Registration Statement within 15 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive days but no more than an aggregate of 15 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 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 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 15% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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) On or prior to the 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-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder , subject to the provisions of Section 2(d)and shall contain (except if unless otherwise directed by at least a majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its reasonable 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 reasonably practical after the filing thereof, but in any event not later than the Effectiveness Date, thereof and shall use 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 (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. (b) If: (i) 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 will promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial 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 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 3(a2(d)with respect to filing on Form S-3 or other appropriate form. (c) Notwithstanding any other provision of this Agreement, 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 by the Company it its sole discretion. (d) If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall not be deemed to have satisfied this clause (i)), or ) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Registrable Securities Acton Form S-3 as soon as such form is available; provided, within five Trading Days of the date that the Company is notified (orally or shall maintain the effectiveness of the Registration Statement then in writing, whichever is earlier) by the Commission that effect until such time as a Registration Statement will not be “reviewed,” or is not subject to further review, or (iii) prior to on Form S-3 covering the date when such Registration Statement is first Registrable Securities 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 of such Registration Statement within 15 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive days but no more than an aggregate of 15 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 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 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 15% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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) On or prior to the 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-3 (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” " attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use 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 its best 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 '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 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 (iii) 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 15 Trading Days 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 15 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period calendar days is exceeded, or for purposes of clause (v) the date on which such 10 or 15 calendar day period, as applicable, 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 liquidated damages and not as a penalty, 2.0equal to 1.5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; provided, however, with respect to liquidated damages that accrue pursuant to clause (iv), the rate at which liquidated damages will accrue during the first 30 days following the Effectiveness Date shall be 1.0%. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 1518% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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. Notwithstanding anything herein to the contrary, liquidated damages shall be the sole and exclusive remedy of a Holder with respect to any Events that occur hereunder prior to the 8 month anniversary of the date hereof but shall be in addition to any other rights such Holder may have under applicable law after such 8 month anniversary.

Registration. (a) On or prior to the 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-3 (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 permitting registration of the Registrable Securities for resale by such Holders in accordance herewithherewith and the methods of distribution elected by the Holders herein). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) substantially the “"Plan of Distribution” " attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use 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 its best 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 registration under the Securities Act 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 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 five Trading Days . None of the date that Company's security holders (other than the Company is notified (orally or Holders of Registrable Securities) shall have the right to include any of the Company's securities in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or is not subject to further review, or (iii) 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 15 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive days but no more than an aggregate of 15 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 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 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 15% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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.

Registration. (a) On or prior to the 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-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration 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) substantially the “"Plan of Distribution” " attached hereto as Annex A. Subject The Company shall cause such Registration Statement to the terms of this Agreement, the become effective and remain effective as provided herein. The Company shall use 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 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 the 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 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 (iii) 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 15 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 cases ten Trading Days (which need not be consecutive days but no more than an days) in the aggregate of 15 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause clauses (iii) the date which such 15 ten Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 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 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 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 1518% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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) On or prior to the Filing Date, the The Company shall prepare and file with the Commission the a Registration Statement covering the resale of all 125% 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-3 SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3SB-2, in which case the Registration such registration shall be 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” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use 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 prior to the applicable Effectiveness Date, and shall use 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 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”). The Company shall immediately notify the Holders of the effectiveness of the Registration Statement on the same day that the Company receives notification of the effectiveness from the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b). (b) If: (i) a Registration Statement is not filed on or prior to the its Filing Date (if the Company files a Registration Statement without affording the Holder Holders 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 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 (iii) prior to the date when such Registration Statement is first declared effective by the Commissionits Effectiveness Date, 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 15 Trading Days 30 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, ; or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the by its Effectiveness Date, ; or (v) after the Effectiveness Date, 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, Securities for in any such case 10 consecutive calendar days but no more than an aggregate of 15 calendar days during any 12 12-month period (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 (iii) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day 30 calendar day period is exceeded, or for purposes 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 in addition to any other rights the Holders may have hereunder or under applicable law: (x) , on each such Event Date the Company shall pay to each Holder an amount in cash, as 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 1.5% of the aggregate purchase price paid by such Holder pursuant to outstanding principal of the Purchase Agreement Notes for any Registrable Securities then held by such HolderHolder for the first 30 days (or part thereof) after the 30th or 90th day, as the case may be, and an additional 1.5% for any subsequent 30-day period (or part thereof), thereafter. 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 1518% 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) On or prior to the 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-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration 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) substantially the “Plan of Distribution” in substantially the form attached hereto as Annex A. Subject A (which may be modified to respond to comments, if any, provided by the terms of this Agreement, the Commission). The Company shall use its best 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 best commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the earlier of (i) the date when that is two 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”). 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) If: (i) a 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, after giving notice to the Holders, reduce the number of Registrable Securities included in such Registration Statement is not filed 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”); provided, however, that 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)taking any such action, the Company shall not be deemed obligated to have satisfied this clause (i)), or (ii) the Company fails use its commercially reasonable efforts to file advocate with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within 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 (iii) 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 15 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive days but no more than an aggregate of 15 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 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 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 15% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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 of

Registration. (a) On or prior to Not later than the Filing Date, the Company shall prepare and file with the Commission the a draft Registration Statement covering on Form S-1 relating to the resale of by the Holders all (or such other number as the Commission will permit) of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415Securities. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case 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” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use 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 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”). (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 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 by any Person other than a Holder; c. 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 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-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) a the Initial Registration Statement is not filed on or prior to the Filing Date (if the Company files a the Initial Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a)) herein, the Company shall not 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 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 (iii) 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 15 Trading Days 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, or (iv) 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 (v) 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 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 (i) or and (iv) ), the date on which such Event occurs, or and for purposes purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, or and for purposes purpose of clause (iii) the date which such 15 Trading Day ten (10) calendar day period is exceeded, or and for purposes 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 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 1518% 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-1 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-1 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-1 covering the Registrable Securities has been declared effective by the Commission.

Registration. (a) On or prior to the Filing Date, the 2.1 The Company shall prepare and file with the Commission the Registration Statement covering the register for resale of some or all (depending on the limitations set out in this Agreement) of the Registrable Securities with the Commission simultaneous with the filing of a registration statement with the Commission for an the initial public offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be of shares of the Company’s ordinary shares on Form S-3 F-1 (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” attached hereto as Annex A. F-1”). 2.2 Subject to the terms of this Agreement, the Company shall use its best 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 prior to the applicable Effectiveness Date, and shall use 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 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) 2.3 If the registration is being made pursuant to a registered public offering that is to be made by underwriter(s), the Company shall so advise the Holders of the Registrable Securities eligible for inclusion in such Registration Statement pursuant to Section 3. In that event, the right of any Holder to registration shall be conditioned upon such Holder’s participation and the inclusion of such Holder’s Registrable Securities in such registered public offering to the extent provided herein. Notwithstanding any other provision of this Agreement, if at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not filed eligible to be made on a delayed or prior to continuous basis under 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 provisions of Rule 461 promulgated 415 under the Securities Act, within five Trading Days of the date Company shall use commercially reasonable efforts to persuade the SEC that the Company is notified (orally or in writing, whichever is earlier) offering contemplated by the Commission that a Registration Statement will not be “reviewed,” or is not subject to further review, or (iii) prior to the date when such Registration Statement is first declared effective a valid secondary offering and not an offering “by or on behalf of the Commissionissuer” as defined in Rule 415. The Holder shall have the right to participate in any meetings or discussions regarding the SEC’s position and to comment on any written submission made to the SEC with respect thereto. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2(c), the Company fails SEC refuses to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 15 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive days but no more than an aggregate of 15 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 curedalter its position, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, 2.0% (i) remove from the Registration Statement such portion of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”); provided however, that the Company shall not agree to name any Holder as an “underwriter” in such Registration Statement without the prior written consent of such Holder. If The Company shall so advise all Holders (except those Holders who failed to timely elect to include their Registrable Securities or have indicated to the Company fails their decision not to pay any liquidated damages pursuant do so), and indicate to this Section each such Holder the number of shares of Registrable Securities that may be included in full within seven days after the registration. The number of ordinary shares that may be included in the F-1, subject to the SEC Restrictions if any, shall be allocated first to the Company and then, subject to obligations and commitments existing as of the date payablehereof, to all selling stockholders, including the Company will pay interest thereon at Holders, who have requested to sell in the registration on a rate pro rata basis according to the number of 15% per annum (or such lesser maximum amount that is permitted shares requested to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Eventincluded therein.

Registration. (a) 2.1 On or prior to the 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-3 (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” " attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best 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 best commercially reasonable efforts to keep the Registration Statement continuously effective effective, subject to Sections 3(c), 3(i) and 6(d) below, 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 's transfer agent and the affected Holders (the “"Effectiveness Period”"). (b) 2.2 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 complying with 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 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 reviewreview (unless the Company provides notice to the Holders of a circumstance contemplated by Section 3(c)(vi) that would make it appropriate to suspend the filing of the Registration Statement and the related Prospectus for a reasonable period of time not to exceed 10 Trading Days), or (iii) 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 15 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 15 consecutive days but no more than an aggregate of 15 30 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period (or, if there is a delay in filing as a result of a circumstance contemplated by Section 3(c)(vi), 10 Trading Day period) is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 15 or 15 30 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 Event Date the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 2.01.5% 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 liquidated damages and not as a penalty, 2.0equal to 1.5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; provided, however, that under no circumstances shall the Company be required to pay hereunder to any Holder during any one month period in excess of an aggregate of 1.5% 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 liquidated damages pursuant to this Section 2(b) in full within seven days 10 Trading Days after the date payable, the Company will pay interest thereon at a rate of 15% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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) On or prior to the 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-3S-3 or Form F-3, in which case the Registration shall be on Form S-1 or 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” attached hereto as Annex A. Subject 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 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 terms 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 this Agreement, the limitation). The Company shall use 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 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) 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 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 (iii) 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 15 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive days but no more than an aggregate of 15 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 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 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 15% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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) On or As soon as reasonably practicable following the written request of any Devon Party, but in any event prior to the Filing Datedate that is 90 days after such written request, the Company Partnership shall prepare and file with the Commission the a Registration Statement covering under the Securities Act to permit the public resale of Registrable Securities then outstanding from time to time as permitted by Rule 415 of the Securities Act with respect to all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415specified by such Devon Parties. The Registration Statement required hereunder filed pursuant to this Section 2.1(a) shall be on Form S-3 (except if such appropriate registration form of the Company is not then eligible to register for SEC as shall be selected by the Partnership so long as it permits the public resale of the Registrable Securities on Form S-3, in which case from time to time pursuant to Rule 415 of the Registration shall be on another appropriate form in accordance herewith)Securities Act or such other similar rule as is then applicable. The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company Partnership shall use its reasonable best efforts to cause the each Registration Statement filed pursuant to this Section 2.1(a) to be declared effective under effective, supplemented, amended or replaced to the extent necessary to ensure that it is available for the resale of all Registrable Securities Act as promptly as possible after by the filing thereof, but in any event not later than the Effectiveness Date, and shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act Unitholders until the date when earliest of (i) all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(kdistributed in the manner set forth and as contemplated in such Registration Statement and (ii) 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 there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). (b) IfIn the event that a Unitholder (together with any Affiliates that are Unitholders) elects to dispose of Registrable Securities pursuant to an underwritten offering of Registrable Securities (the “Participating Unitholders”), the Partnership will, at the request of the Participating Unitholders (an “Underwritten Offering Request”), use its reasonable best efforts to file a prospectus supplement that shall be deemed to be part of a Registration Statement filed pursuant to Section 2.1(a) that is useable for a resale of Registrable Securities by the Participating Unitholders conducted pursuant to an underwritten offering; provided, however, that in no event shall the Partnership be required to file a prospectus supplement or Registration Statement (as applicable) or otherwise participate in more than two (2) underwritten offerings during any twelve-month period; provided, that if the Partnership determines in good faith that effecting an underwritten offering on behalf of the Unitholders would have an adverse effect on the price, timing or distribution of a primary offering of Common Units by the Partnership, then the Partnership shall be entitled, not more than once in any 360-day period, to postpone any such underwritten offering for a reasonable period of time not to exceed 30 consecutive days. The Underwritten Offering Request will specify the aggregate value of the Registrable Securities proposed by the Participating Unitholders to be included in such underwritten offering (calculated based on the volume-weighted average trading price of the Common Units for the 20 Business Days prior to the date of the Underwritten Offering Request), which aggregate value may not be less than $50 million. Participating Unitholders may change the number of Registrable Securities proposed to be offered in any underwritten offering at any time prior to commencement of such offering unless the Partnership has been advised by the managing Underwriter or Underwriters for such underwritten offering that such change will have an adverse effect on the price, timing or distribution of the Common Units in the underwritten offering. Participating Unitholders will be permitted to rescind an Underwritten Offering Request at any time prior to the public announcement of the underwritten offering; provided, that (i) the Participating Unitholders reimburse the Partnership for all reasonable, out-of-pocket expenses incurred by the Partnership in connection with such underwritten offering and (ii) the Unitholders will not be entitled to submit an Underwritten Offering Request during the two months following the date of the rescission. (c) The Partnership will use its reasonable best efforts to cause the Registration Statement filed pursuant to Section 2.1(a) to be declared effective as promptly as practicable and no later than 180 days following the date of written request set forth in Section 2.1(a). The Partnership further agrees to use its reasonable best efforts to supplement or make amendments to each such Registration Statement as may be necessary to keep such Registration Statement effective for the Effectiveness Period, including (A) to respond to the comments of the SEC, if any, (B) as may be required by the registration form utilized by the Partnership for such Registration Statement or by the instructions to such registration form, (C) as may be required by the Securities Act, or (D) as may be reasonably requested in writing by the Participating Unitholders or any Underwriter and reasonably acceptable to the Partnership. The Partnership agrees to furnish to the Participating Unitholders copies of any such supplement or amendment no later than the time it is first being used or filed with the SEC. A Registration Statement when it becomes or is declared effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the effective date of a Registration Statement, but in any event within three (3) Business Days of such date, the Partnership shall notify the Unitholders of the effectiveness of such Registration Statement. (d) Subject to the following sentence, the Partnership may include in any underwritten offering any securities for its own account or for the account of holders of Common Units (other than Unitholders). Notwithstanding anything to the contrary contained herein, if the lead Underwriters of an underwritten offering advise the Partnership that, in their reasonable opinion the number of Equity Interests (including any Registrable Securities) that the Partnership, the Participating Unitholders and any other Persons intend to include in any underwritten offering is such that the success of any such offering would be materially and adversely affected, including with respect to the price at which the securities can be sold, then the number of Common Units or other Equity Interests to be included in the Registration Statement for the account of the Partnership, the Participating Unitholders and any other Persons will be reduced to the extent necessary to reduce the total number of securities to be included in any such underwritten offering to the number recommended by such lead Underwriter; provided, however, that such reduction shall be made: (i) a Registration Statement is not filed on first, to remove or prior reduce any Common Units or other Equity Interests proposed to be offered by the Filing Date (if the Company files a Registration Statement without affording the Holder the opportunity to review Partnership for its own account 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) second, to remove or reduce pro rata among the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days Participating Unitholders and any other holders of the date that the Company is notified (orally Common Units 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 (iii) 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 15 Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement other Equity Interests requested to be declared effective, registered or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive days but no more than an aggregate of 15 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 day perioddisposed of, as applicable, is exceeded being referred so that the total number of Equity Interests to as “Event Date”), then be included in addition to any other rights such offering for the Holders may have hereunder or under applicable law: (x) on each account of all such Event Date Persons will not exceed the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid number recommended 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 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 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 15% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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 Eventlead Underwriter.

Registration. (a) On or prior to the 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-3 (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 Major Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject The Company shall cause the Registration Statement to the terms of this Agreement, the become effective and remain effective as provided herein. The Company shall use its best 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 best 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 transfer agent and the affected Holders (the “Effectiveness Period”). (b) If: (i) a Registration Statement is not filed on or prior to the its Filing Date (if the Company files a Registration Statement without affording the a Major 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 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 (iii) 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 15 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive days but no more than an aggregate of 15 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,” and for purposes of clause (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 fifteen Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 day periodtwenty-five 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 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 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 1518% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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) On or prior to the 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 on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415; provided, however, if the number of Registrable Securities shall equal or exceed 30% of the issued and outstanding Common Stock on the actual filing date of the initial Registration Statement (or any amendment thereto), then the initial Registration Statement shall register a number of shares which shall be 10,000 shares less than the number of shares which is 30% of the number of shares of Common Stock outstanding on such actual filing date, and the remaining Registrable Securities shall be subject to Section 3(c)(ii). In such event, the number of shares to be registered for each Holder shall be reduced pro-rata among all Holders. Each Holder shall have the right to designate which of its Registrable Securities shall be eliminated from such initial Registration Statement (the “Cutback Shares”). The Registration Statement required hereunder shall be on Form S-3 S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3S-1, in which case the Registration such registration shall be 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” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best 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 prior to the applicable Effectiveness Date, and shall use 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 have been sold sold, or may be sold without volume restrictions pursuant to Rule 144(k) 144 without any restrictions or limitations and without the requirement to be in compliance with Rule 144(c)(1), 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”). 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 electronic 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 a Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within 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). (b) If: If (i) a Registration Statement is not filed on or prior to the its Filing Date (if the Company files a Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a)) herein, 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 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 (iii) prior to the date when such Registration Statement is first declared effective by the Commissionits Effectiveness Date, 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 15 Trading Days 10 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the by its Effectiveness Date, or (v) after the Effectiveness Date, 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 otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, Securities for in any such case more than 10 consecutive calendar days but no or more than an aggregate of 15 30 calendar days during any 12 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day 10 calendar day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 30 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 1.5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such HolderHolder (2) in no event will the Company be liable for liquidated damages under this Agreement in excess of 1.5% of the aggregate Subscription 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 eighteen percent (18%) 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 1518% 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) On or prior to the 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-3 (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” " attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use 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 its best efforts to keep the Registration Statement continuously effective under the Securities Act until for a period of two years 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 Effective Date (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 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 (iii) 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 15 Trading Days 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 15 calendar consecutive days but no more than an aggregate of 15 30 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period calendar days is exceeded, or for purposes of clause (v) the date on which such 10 15 or 15 30 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 Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.01.5% 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 1.5% 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 1510% 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) On or prior to As soon as practicable following the Filing Datedate hereof, the Company General Partner shall prepare and file a Registration Statement on Form S-3 or other appropriate registration form (the "Registration Statement") with the Commission the Registration Statement SEC covering the resale by Contributing Parties of the Shares to be issued upon exercise of the Redemption Rights as to all Series B Preferred Units and full satisfaction of the Redemption Rights by delivery of Shares and/or the shares of common stock of the General Partner to be issued upon their conversion (all of such shares referred to hereafter in this Section 4.1 as 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-3 (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"Shares") substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company and shall use its reasonable best efforts to cause the Registration Statement to be declared become effective under as soon as practicable thereafter. Following 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 best efforts to keep effective date of the Registration Statement continuously effective under the Securities Act and until the date when all Registrable Securities Shares covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to are eligible for resale under 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 five Trading Days the General Partner shall keep the Registration Statement current, effective and available for the resale by Contributing Parties of the date Shares delivered to them pursuant hereto. The General Partner shall bear all expenses relating to filing such Registration Statement and keeping such Registration Statement current, effective and available; provided, however, that the Company is notified General Partner shall not be responsible for any brokerage fees or underwriting commissions due and payable by any Contributing Party. (orally or in writing, whichever is earlierb) by During the Commission that a time period when the Registration Statement will not is required to be “reviewed,” current, effective and available under Section 4.1(a), the General Partner also shall: (i) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus constituting a part thereof, as amended or supplemented (the "Prospectus"), as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale of the Shares covered by such Registration Statement whenever any Contributing Party shall desire to sell or otherwise dispose of the same but in no event beyond the period in which the Registration Statement is not subject required to further reviewbe kept in effect; (ii) furnish to each Contributing Party, without charge, such number of authorized copies of the Prospectus, and any amendments or supplements to the Prospectus, in conformity with the requirements of the Securities Act, and such other documents as any Contributing Party may reasonably request in order to facilitate the public sale or other disposition of the Shares owned by Contributing Parties. (iii) prior register or qualify the securities covered by the Registration Statement under state securities or blue sky laws of such jurisdictions as are reasonably required to effect a sale thereof and do any and all other acts and things which may be necessary or appropriate under such state securities or blue sky laws to enable Contributing Parties to consummate the public sale or other disposition in such jurisdictions of such securities; (iv) before filing any amendments or supplements to the Registration Statement or the Prospectus, furnish copies of all such documents proposed to be filed to the Contributing Party Representative who shall be afforded a reasonable opportunity to review and comment thereon; provided, however, that all such documents shall be subject to the approval of the Contributing Party Representative insofar as they relate to information concerning Contributing Parties (including, without limitation, the proposed method of distribution of any Contributing Party's securities); (v) notify Contributing Parties promptly (A) when any such Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (B) of any request by the SEC or any state securities authority for amendments and supplements to such Registration Statement and the Prospectus or for additional information, (C) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of any such Registration Statement or the initiation of any proceedings for the purpose, (D) if, between the effective date when of any such Registration Statement and the sale of the Shares to which it relates, the General Partner receives any notification with respect to the suspension of the qualification of the Shares or initiation of any proceeding for such purpose, and (E) of the happening of any event during the period such Registration Statement is first declared effective which in the judgment of the General Partner makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or which requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading; (vi) use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest practicable time; (vii) cooperate with each Contributing Party to facilitate the timely preparation and delivery of certificates representing Shares being sold, which certificates shall not bear any restrictive legends provided the Shares evidenced thereby have been sold in a manner permitted by the CommissionProspectus; and (viii) upon the occurrence of any event contemplated by Section 4.1(b)(v)(E) hereof, the Company fails to promptly prepare and file a presupplement or post-effective amendment to the Registration Statement or the Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Shares, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made, not misleading; provided, however, that the obligation to prepare and otherwise respond file any such supplement or post-effective amendment shall be suspended if the General Partner, relying upon advice of counsel, determines that disclosure of any information required to be included therein would be adverse to its interests, but such suspension shall not extend beyond 90 days with respect to any such specified event. (c) The General Partner hereby agrees to indemnify and hold harmless each Contributing Party and each person, if any, who controls such Contributing Party (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) from and against any and all losses, claims, damages, costs and expenses (including reasonable attorneys' fees) ("Claims") to which such Contributing Party or such controlling person may become subject, under the Securities Act or otherwise, caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse such Contributing Party and each such controlling person for any legal or other expenses reasonably incurred by such Contributing Party in connection with investigating or defending any such loss as such expenses are incurred; provided, however, that the General Partner shall not be liable insofar as any such losses, claims, damages, costs and expenses (including reasonable attorneys' fees) are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to comments made the General Partner by any Contributing Party expressly for use therein. Each Contributing Party agrees to indemnify and hold harmless the Commission General Partner and each person, if any, who controls the General Partner (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) from and against any and all Claims to which the General Partner or such controlling person may become subject, under the Securities Act or otherwise, caused by any untrue statement or omission or alleged untrue statement or omission based upon such information furnished in respect of writing to the General Partner by such Registration Statement within 15 Trading Days after the Contributing Party. (d) Each Contributing Party agrees that, upon receipt of comments by or any notice from the Commission General Partner of the happening of any event of the kind described in Section 4.1(b)(v)(E), such Contributing Party will forthwith discontinue disposition of securities pursuant to the Registration Statement until such Contributing Party's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4.1(b)(viii). (e) Upon the written request to the General Partner from time to time as below provided and subject to other contractual obligations of the General Partner, the Contributing Parties holding Shares covered by the Registration Statement who desire to do so may sell such Shares covered by the Registration Statement in an underwritten offering. In such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto will be approved by, the Contributing Parties; provided that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the General Partner. No Contributing Party may participate in any underwritten offering contemplated hereby unless such Contributing Party agrees to sell such Contributing Party's Shares covered by the Registration Statement in accordance with any approved underwriting arrangements and completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements. The General Partner shall be responsible for the costs of preparing and filing the amendment or supplement that is required referred to below, and the selling securityholders shall pay their attorney's fees and underwriting discounts and commissions incurred in order connection with such underwritten offerings. Notwithstanding the foregoing, upon receipt of a request from the managing underwriter or a representative of the Contributing Parties to prepare and file an amendment or supplement to the Registration Statement and Prospectus in connection with such underwritten offering, the General Partner may delay the filing of any such amendment or supplement or postpone taking action with respect to an underwritten offering for a Registration Statement period not to be declared effective, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive days but no more than exceed an aggregate of 15 180 days during in any 12 month period (which need not be consecutive Trading Days)(any calendar year, if the General Partner determines in its good faith judgment that the filing of such failure amendment or breach being referred supplement or the taking of such action with respect to as an “Event,” and for purposes underwritten offering would have a material adverse effect on the business, operations or prospects of clause (i) or (iv) the date on which such Event occursGeneral Partner, or for purposes adversely affect a material financing, acquisition, disposition of clause (ii) the date on which such five Trading Day period is exceededassets or stock, merger or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 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 Event Date the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant comparable transaction. Notwithstanding anything 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 contrary contained in the applicable Event foregoing, the Contributing Parties shall not have been cured by the right to effect more than two underwritten offerings pursuant to this paragraph and each such dateoffering shall be required to include minimum gross sales proceeds of $17,500,000. (f) until Notwithstanding anything to the applicable Event is curedcontrary contained herein, the Company General Partner shall pay have no obligation to each Holder an amount in cash, as liquidated damages and not as a penalty, 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for keep any Registrable Securities then held by such Holder. If the Company fails to pay any liquidated damages registration statement filed pursuant to this Section in full within seven days 4.1 effective after the date payable, Expiration Date or if the Company will pay interest thereon at a rate status of 15% per annum the General Partner (or such lesser maximum amount that its successor) as an Exchange Act Reporting Company is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Eventterminated.

Registration. (a) On or prior to the each Filing Date, subject to restrictions and limitations which may be imposed by the Commission, 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-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration 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. A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such ▇▇▇▇▇▇’s express prior written consent. Subject to the terms of this Agreement, the Company shall use 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 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) a the Initial Registration Statement is not filed on or prior to the its Filing Date (if the Company files a the Initial Registration Statement without affording the Holder 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 not 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 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 (iii) 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 15 Trading Days 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, or (iv) 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 (v) 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 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 (i) or and (iv) ), the date on which such Event occurs, or and for purposes purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, or and for purposes purpose of clause (iii) the date which such 15 Trading Day ten (10) calendar day period is exceeded, or and for purposes 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 1518% 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. 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) On 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 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 prior termination due to incapacity, or if you elect not to continue your employment as an Advisor or a Producer following expiration of the Filing DateEmployment Term), then Employer shall grant to you the Company shares of Class B Common Stock at the applicable time set forth in paragraph 1 above and, in addition, shall prepare and file a registration statement with regard to such shares with the Securities and Exchange 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 “SEC”) on Form S-3 (except if or such other form as Employer deems appropriate) no more than thirty (30) calendar days following 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 date of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company grant and shall use its 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 its best 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) 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 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 (iii) 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 15 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive days but no more than an aggregate of 15 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 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 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 15% 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 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 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) On or prior to the Filing Date, the The Company shall prepare and file with the Commission within 60 days following the Registration Statement covering the resale of Closing and use all of the Registrable Securities for an offering reasonable efforts to be made on have declared effective as soon as practicable thereafter, a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be registration statement on Form S-3 (except or, if the Company is not then eligible to register use Form S-3, then another appropriate form) providing for the resale by the Holders of all of the Registrable Securities on Form S-3, in which case (the "Shelf Registration shall be on another appropriate form in accordance herewithStatement"). The Shelf Registration Statement required hereunder shall contain (except if otherwise directed may include securities other than those held by the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use 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 . Cellegy shall use its best efforts to keep the Shelf Registration Statement continuously effective under effective, pursuant to the Securities Act and the Rules and Regulations promulgated thereunder, until (i) the date when all such Registrable Securities covered by cease to meet the Registration Statement have been sold or may be sold without volume restrictions definition of Registrable Securities 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))7.1, or (ii) the Company's obligations hereunder terminate; provided, however: (i) that the Holders will sell the Registrable Securities pursuant to such registration only during a "Permitted Window" (as defined below); (ii) if the Company fails furnishes to file the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for sales to be made from such Shelf Registration Statement at such time (or, in the case a "Notice of Resale" (as defined below) has been given, that would be seriously detrimental to the Company and its shareholders for the Permitted Window to commence at such time) due to (A) the existence of a material development or potential material development involving the Company which the Company would be obligated to disclose in the Prospectus contained in the Shelf Registration Statement, which disclosure would in the good faith judgment of the Board of Directors of the Company be premature or otherwise inadvisable at such time or (B) concurrent public filings with the Commission a request for acceleration in accordance with Rule 461 promulgated under of other registration statements, then the Securities Act, within five Trading Days Company will have the right to defer the filing (the "Deferral Right") of the Shelf Registration Statement (or the commencement of the Permitted Window, as the case may be) for a period of not more than 60 days after the date it would otherwise be required to file the Shelf Registration Statement pursuant to this Section 7.2(a) (or after receipt of the Notice of Resale, as the case may be); provided, however, that the Company is notified (orally or will not utilize the Deferral Right more than once in writingany twelve month period; and provided further, whichever is earlier) by however, that the Commission that a Company may defer the filing of the Shelf Registration Statement (or the commencement of the Permitted Window as the case may be) for up to 180 days if so requested by an underwriter in connection with an underwritten offering of the Company's securities so long as any selling shareholders in such underwritten offering are subject to a lock-up agreement of the same duration (other than with respect to the Company securities to be sold by such selling shareholders in such underwritten offering); and (iii) that the Company will not be “reviewed,” required to effect any such registration, qualification or is not subject compliance under applicable state blue sky laws in any particular jurisdiction in which the Company would thereby be required to further review, qualify to do business or (iii) prior to execute a general consent to service of process. In the date when such event that the Shelf 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 15 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required shall cease 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 consecutive days but no more than an aggregate of 15 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 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 Event Date the Company shall pay to each Holder an amount in cash, as liquidated damages promptly prepare and not as file a penalty, equal to 2.0% of new registration statement covering the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by and shall use its best efforts to have such Holder; and (y) on each monthly anniversary of each registration statement declared effective as soon as possible. Any such Event Date (if the applicable Event registration statement 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 liquidated damages and not as be considered 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 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 15% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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"Shelf Registration Statement" hereunder.

Registration. (a) On or prior to the each 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-3 S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3S-1, 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” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use 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 its best 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 for any reason the Commission does not permit all of the Shares to be included in the Registration Statement filed pursuant to Section 2(a), then the Registrable Securities that are included in such offering shall be allocated among the Holders in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder, or in such other proportions as shall mutually be agreed to by all such Holders. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. If for any reason the Commission does not permit all of the Shares to be included in the Registration Statement filed pursuant to Section 2(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, then the Company shall prepare and file as soon as possible after the date on which the Commission shall indicate as being the first date or time that such filing may be made, but in any event by its Filing Date, an additional Registration Statement covering the resale of all 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. Each such Registration Statement shall contain (except if otherwise directed by the Holders) the "Plan of Distribution" attached hereto as Annex A. The Company shall use its best 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 its Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act during its entire Effectiveness Period. (c) If: (i) a Registration Statement is not filed on or prior to the its Filing Date (if the Company files a Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a)) hereof, 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 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 (iii) 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 15 Trading Days 30 calendar days (the “Response Date”) 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, or (iviii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the its Effectiveness Date, or (viv) after during the Effectiveness Period, 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 and all such case 10 consecutive days but no cases for more than an aggregate of 15 days 20 Trading Days (the “Grace Period”) during any 12 12-month period during the Effectiveness Period (which need not be consecutive Trading Days)(any such failure or breach being referred to as an “Event,” and for purposes of clause (i) or (iviii) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period 30 calendar days is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (viv) the date on which such 10 or 15 day period, as applicable, 20 Trading Days 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 Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.01.5% of the aggregate purchase price Investment Amount 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 1.5% of the aggregate purchase price Investment 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 1510% 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, any day on which a Force Majeure has occurred or is continuing shall not count toward the calculation of the number of days for the Filing Date, the Effectiveness Date, the Response Date and a Grace Period.

Registration. (a) The Company shall use its best efforts to file the Exchange Act Registration Statement on or before June 30, 2024. On or prior to the 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-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration 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. A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such H▇▇▇▇▇’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best 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 its best 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) a the Initial Registration Statement is not filed on or prior to the its Filing Date (if the Company files a the Initial Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a)) herein, the Company shall not 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 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 (iii) 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 15 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, or (iv) 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 (v) 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 days but no Trading Days or more than an aggregate of 15 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 (i) or and (iv) ), the date on which such Event occurs, or and for purposes purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, or and for purposes purpose of clause (iii) the date which such 15 ten (10) Trading Day period is exceeded, or and for purposes purpose of clause (v) the date on which such 10 ten (10) or 15 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 15% 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) On or prior to the Filing Date, the 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-3 (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” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best reasonable commercial efforts to file each Registration Statement no later than the Filing Date and 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 its best reasonable commercial efforts to keep the each Registration Statement continuously effective under the Securities Act until the date when 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 without volume restrictions registration under the Securities Act 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 (the each, an “Effectiveness Period”). (b) . If: (i) a the Registration Statement is not filed on or prior to the Filing Date Date; or (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(aii), the Company shall not be deemed or its counsel fail to have satisfied this clause respond to SEC comments related to the Registration Statement within 30 calendar days of receipt ((i)), or ) and (ii) collectively referred to herein as an “Event”), then (as full relief for the Company fails damages to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days Purchaser by reason of the date that the Company is notified (orally occurrence of any such Event, which remedy shall be exclusive of any other remedies available at law or in writingequity), whichever Company shall issue to Holders, for each day that an Event has occurred and is earliercontinuing, warrants to purchase one percent (1.0%) of the aggregate Warrant Shares purchased by Purchaser in the Commission that a Registration Statement will not offering, on the same terms and conditions as the Warrant Shares purchased in the offering (as adjusted for any stock splits, stock dividends, combinations, recapitalizations or similar events occurring after the date hereof) (the “Additional Warrant Shares”). The Additional Warrant Shares shall be “reviewed,” or is not subject to further review, or (iii) prior issued to the date when Holders (at no cost to the Holders) in proportion to the number Registrable Securities held by such Registration Statement is first declared effective by Holder on the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect Event Date. (b) Within three business days of such Registration Statement within 15 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, the Company shall cause its counsel to issue a blanket opinion to the Company’s transfer agent stating that the shares are subject to an effective registration statement and can be reissued free of restrictive legend upon notice of a sale by the Holder and confirmation by the Holder 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(b) shall be delivered to the Holder within the time frame set forth above. (vc) The Company may require each Holder of Registrable Securities as to which any registration is being effected to furnish to the Company, within 10 calendar days after written request therefor has been made by the Company, such information regarding the distribution of such Holder’s Registrable Securities as is required by law to be disclosed in the Registration Statement (the “Requisite Information”). (d) No Holder shall be entitled to use the Prospectus if such Holder shall have failed to furnish the information required by this Section 2(c), and such information with respect to such Holder shall have been included in the Prospectus, unless the Company shall have failed timely to fulfill its obligations under this Section. If any information furnished to the Company by a Holder for inclusion in a Registration Statement is first declared effective by or the CommissionProspectus becomes materially misleading, it ceases for any reason such Holder agrees (i) to remain continuously effective as furnish promptly to the Company all Registrable Securities for which it is information required to be effective, or disclosed in such Registration Statement in order to make the Holders are information previously furnished to the Company not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive days but no more than an aggregate of 15 days during any 12 month period (which need not be consecutive Trading Days)(any such failure or breach being referred to as an “Event,” materially misleading and for purposes of clause (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) to stop selling or offering for sale Registrable Securities pursuant to the date on which Registration Statement until such five Trading Day period is exceeded, Holder’s receipt of the copies of a supplemented or for purposes of clause (iii) the date which amended Prospectus correcting such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 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 Event Date the disclosure. The Company shall pay have no obligation to each keep a Prospectus usable with respect to a particular Holder an amount in cash, as liquidated damages and or to give notice that a Prospectus is not as a penalty, equal to 2.0% of the aggregate purchase price paid usable by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by extent such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall Prospectus is 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 liquidated damages and not as a penalty, 2.0% of the aggregate purchase price paid usable by such Holder pursuant because current Requisite Information with respect to such Holder is not included therein because such Holder has not provided such information to the Purchase Agreement for Company in accordance with this Section 2(c). (e) Notwithstanding any Registrable Securities then other provision of this Agreement, if any Commission guidance sets forth a limitation on the number of shares of the Company’s capital stock to be registered in the Registration Statement), the number of Shares to be registered on such Registration Statement will be reduced on a pro rata basis among the Holders based on the total number of unregistered Shares held by such Holder. If each Holder without penalty to the Company fails to pay any liquidated damages pursuant to this Section The Company shall file a new registration statement as soon as reasonably practicable covering the resale by the Holders of not less than the number of shares of such Shares that are not registered in full within seven days after the date payable, the Company will pay interest thereon at a rate of 15% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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) On or prior to the 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-3 S-1 or SB-2 at the Company’s election (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3S-1 or SB-2, 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” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use 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 its best 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”). The Company shall immediately notify the Holders via facsimile of the effectiveness of the Registration Statement on the same day that the Company receives notification of the effectiveness from the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b). (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 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 (iii) 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 15 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[intentionally omitted], or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive calendar 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes 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 in addition to any other rights the Holders may have hereunder or under applicable law: (x) , then, on each such Event Date the Company shall pay to each Holder an amount in cash, as 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 1.5% 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 1518% 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) On or prior to Not later than the Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering on Form S-1 relating to the resale of by the Holders all (or such other number as the Commission will permit) of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415Securities. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case 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” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use 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 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”). (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 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 by any Person other than a Holder; c. 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 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-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) a the Initial Registration Statement is not filed on or prior to the Filing Date (if the Company files a the Initial Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a)) herein, the Company shall not 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 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 (iii) 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 15 Trading Days 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, or (iv) 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 (v) 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 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 (i) or and (iv) ), the date on which such Event occurs, or and for purposes purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, or and for purposes purpose of clause (iii) the date which such 15 Trading Day ten (10) calendar day period is exceeded, or and for purposes 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 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 1518% 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-1 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-1 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-1 covering the Registrable Securities has been declared effective by the Commission.

Registration. (a) On or prior to the 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-3 (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” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best all 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 best all 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”). The Company shall immediately notify the Holders via facsimile of the effectiveness of the Registration Statement on the same day that the Company receives notification of the effectiveness from the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b). The Company shall, within 2 Trading Days of the day that the Company receives notification of the effectiveness from the Commission, file a Form 424(b)(5), to the extent a Form 424(b) filing is legally required, with the 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 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 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 (iii) 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 15 Trading Days 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 30 consecutive calendar 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day 20 calendar day period is exceeded, or for purposes of clause (v) the date on which such 10 30 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 1.5% 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 1518% 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) On or prior to the Filing Date, the The Company shall prepare and file with the Commission the a Registration Statement covering the resale of all 125% 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-3 SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3SB-2, in which case the Registration such registration shall be 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” " attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use 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 prior to the applicable Effectiveness Date, and shall use 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 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”"). The Company shall immediately notify the Holders via facsimile of the effectiveness of the Registration Statement on the same day that the Company receives notification of the effectiveness from the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b). (b) If: (i) a Registration Statement is not filed on or prior to the its Filing Date (if the Company files a Registration Statement without affording the Holder Holders 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 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 (iii) prior to the date when such Registration Statement is first declared effective by the Commissionits Effectiveness Date, 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 15 Trading Days 14 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, ; or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the by its Effectiveness Date, ; or (v) after the Effectiveness Date, 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, Securities for in any such case 10 consecutive calendar days but no more than an aggregate of 15 calendar days during any 12 12-month period (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 (iii) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day 14 calendar day period is exceeded, or for purposes 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 in addition to any other rights the Holders may have hereunder or under applicable law: (x) , on each such Event Date the Company shall pay to each Holder an amount in cash, as 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 1.5% of the aggregate purchase price paid by such Holder pursuant to outstanding principal of the Purchase Agreement Notes for any Registrable Securities then held by such HolderHolder for the first 30 days (pro-rated for partial months) after the Event Date and an additional 1.5% for any subsequent 30-day period (pro-rated for partial months), thereafter. 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 1520% 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) On or prior to Not later than the Filing Date, the Company shall prepare and file with the Commission the a draft Registration Statement covering (on Form S-1 or Form S-3 or other appropriate form) relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415Securities. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case 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” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use 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 later than the Effectiveness Date, and shall use 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”). (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 Form S-1 or such other appropriate form available to register for resale the Registrable Securities as a secondary offering; 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 by any Person other than a Holder; and b. Second, the Company shall reduce Registrable Securities on a pro rata basis based on the total number of unregistered Registrable Securities 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 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) a the Initial Registration Statement is not filed on or prior to the Filing Date (if the Company files a the Initial Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a)) herein, the Company shall not 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 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 (iii) 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 15 Trading Days fifteen (15) 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, or (iv) after the effective date of a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness DateStatement, or (v) after a 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 consecutive days but no more than an aggregate of 15 fifteen (15) consecutive 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 clauses (i) or (iv) ), the date on which such Event occurs, or and for purposes purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, or and for purposes purpose of clause (iii) the date which such 15 Trading Day fifteen (15) calendar day period is exceeded, or and for purposes purpose of clause (viv) the date on which such 10 or 15 fifteen (15) calendar day period, as applicable, period 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 any Registrable with regard to the Registerable Securities then held by such Holder. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after on the date payablethe Event occurs. For purposes of determining the shares of Common Stock to be issued, the Company will pay interest thereon at a rate closing price of 15% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from Common Stock on the Trading Market of the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an EventEven occurs will be used.

Registration. (a) On or prior to the 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-3 (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” " attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best 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 best 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 's transfer agent and the affected Holders (the “"Effectiveness Period”"). The Company shall promptly notify the Holders via facsimile of the effectiveness of the Registration Statement on the same day that the Company receives notification of the effectiveness from the Commission. Failure to so notify the Holder within 2 Trading Days of such notification shall be deemed an Event under Section 2(b). (b) If: (i) a the Registration Statement is not filed on or prior to the Filing Date (if the Company files a the Registration Statement without affording the Holder Holders 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 five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a the Registration Statement will not be “"reviewed,” " or is not subject to further review, or (iii) prior to the date when such 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 the Registration Statement within 15 Trading Days calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a the Registration Statement to be declared effective, or (iv) a the Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a the 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, Securities for in any such case 10 15 consecutive calendar days but no more than an aggregate of 15 30 calendar days during any 12 12-month period (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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day 10 calendar day period is exceeded, or for purposes of clause (v) the date on which such 10 15 or 15 30 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 2% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; provided, however, that the liquidated damages payable by any Holder shall not exceed 22% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for the Registrable Securities then held by such Purchaser. 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 15% 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) On or prior to the 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 required to be included in such Registration Statement 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-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder ) and shall contain (except if otherwise directed required by the HoldersCommission) substantially the “Plan of "PLAN OF Distribution” " attached hereto as Annex ANNEX A. Subject to the terms of this Agreement, the The Company shall use its best efforts to cause the each Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereofpossible, but in any event not later than prior to the applicable Effectiveness Date, and shall use its best efforts to keep the such 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 a 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”"EFFECTIVENESS PERIOD"). (b) If: (ia) a Registration Statement is not filed on or prior to the 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 (ia)), or (iib) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within 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 (iiic) 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 15 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, or (ivd) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the by its Effectiveness Date, or (ve) 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 consecutive days but no more than cases an aggregate of 15 days during any 12 month period twenty Trading Days (which need not be consecutive Trading Days)(any Days) (any such failure or breach being referred to as an “Event"EVENT,” " and for purposes of clause (ia) or (ivd) the date on which such Event occurs, or for purposes of clause (iib) the date on which such five Trading Day period is exceeded, or for purposes of clause clauses (iiic) the date which such 15 ten Trading Day period is exceeded, or for purposes of clause (ve) the date on which such 10 or 15 day period, as applicable, twenty Trading Day period is exceeded being referred to as “Event Date”"EVENT DATE"), then in addition additional to any other rights the Holders may have hereunder or under applicable law: (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as 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 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 HolderAgreement. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 1512% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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) On or prior to the 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-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e). The , provided, however, that the Holders acknowledge that the initial Registration Statement required hereunder filed pursuant to this Agreement will be on Form S-1) 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. A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its commercially reasonable 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 its commercially reasonable 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 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 subject to the following adjustments: (i) First, and prior to the inclusion of any Registrable Securities, the Company may include in such Registration Statement other Registrable Securities under which the Company is required to provide registration rights under an agreement that is prior to the date of this Agreement; (ii) Second, the Company shall reduce or eliminate any securities to be included other than Registrable Securities other than pursuant to the foregoing clause (i) to the extent such inclusion would reduce the number of Registrable Securities that could otherwise be included; and (iii) Third, the Company shall reduce Registrable Securities represented by Clearday Conversion Shares (applied, in the case that some Clearday Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Clearday Conversion Shares held by such Holders). (d) If: (i) a the Initial Registration Statement is not filed on or prior to the its Filing Date (if the Company files a the Initial Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a)) herein, the Company shall not 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 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 (iii) 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 15 Trading Days 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, or (iv) 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 (v) 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 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 twelve (12) month period (any such failure or breach being referred to as an “Event,” ”, and for purposes of clause clauses (i) or and (iv) ), the date on which such Event occurs, or and for purposes purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, or and for purposes purpose of clause (iii) the date which such 15 Trading Day ten (10) calendar day period is exceeded, or and for purposes 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 lieu of any other rights rights, remedies or claims the Holders may have hereunder or under applicable law: law with respect to any Events (x) other than injunctive relief), on each such Event Date the Company shall pay to each Holder an amount in cash, as 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 liquidated damages and not as a penalty, 2.0% equal to (regardless of how many Events occur at the same time) one percent of the aggregate purchase price paid by such Holder pursuant to Subscription Amount (as defined in the Purchase Agreement for any Agreement) attributable to those Registrable Securities then held by such Holderthat remain unsold as of the Event Date; provided, no liquidated damages shall be payable with respect to any securities that have ceased to be Registrable Securities. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 1518% 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 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) On or prior to the 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-3 (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” " attached hereto as Annex A. Subject The Company shall cause the Registration Statement to the terms of this Agreement, the become effective and remain effective as provided herein. The Company shall use its best 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 best 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 's transfer agent and the affected Holders (the “"Effectiveness Period”"). (b) If: (i) If 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 five Trading Days of thirty days 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 (iii) 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 15 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive days but no more than an aggregate of 15 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 day period, as applicable, is exceeded being referred to as “Event Date”), this Agreement; then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such Event Date , the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 2.02.5% 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 payment to each Holder an amount in cash, as 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 liquidated damages pursuant to this Section in full be made within seven days after the date payable, the Company will pay interest thereon at a rate of 15% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in fulldays. The 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) On or prior to the 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-3 S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3S-3 or S-2, in which case the Registration shall be on another appropriate such other form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use 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 later than the Effectiveness Date, and shall use its reasonable best 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) IfSubject to Sections 3(a) and 3(k), 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 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 (iii) 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 15 Trading Days 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 15 calendar consecutive days but no more than an aggregate of 15 25 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period calendar days is exceeded, or for purposes of clause (v) the date on which such 10 15 or 15 25 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 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 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 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 1518% 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) On or prior to the Filing Date120th calendar day following the conversion of a Converted Debt Amount to Common Stock pursuant to Section 2.9 of the A/R Loan Agreement, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all at least the greater of (i) the number of shares issued pursuant to such conversion, and (ii) 25,000,000 shares, of Registrable Securities (the “Initial Registrable Securities”) for an offering to be made on a continuous basis pursuant to Rule 415415 (the “Initial Registration Statement”). The Initial Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Initial Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Not less than ten business days prior to filing of the Initial Registration Statement, the Company shall provide each Holder with a copy of the Initial Registration Statement required hereunder proposed to be filed and shall contain (except if otherwise directed consider all appropriate comments that are timely provided by such Holder with respect to the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Initial Registration Statement. Subject to the terms of this Agreement, the Company shall use its commercially reasonable best efforts to cause the Initial 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 prior to the Effectiveness Date, and shall use its commercially reasonable best efforts to keep the Initial Registration Statement continuously effective under the Securities Act until (A) the date when all Initial Registrable Securities covered by the Registration Statement have been sold sold, or (B) subject to the next successive sentence, (1) Hercules, together with any of its affiliates, owns less than 10% of the issued and outstanding Common Stock and (2) the Registrable Securities may be sold without volume free of any restrictions pursuant to under 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 144 (the “Effectiveness Period”). Upon the Initial Registration Statement ceasing to be effective in connection with clause (B) of this section, the Company shall take, at its sole expense, such further action, including the provision of a legal opinion, as any Holder may reasonably request from time to time to enable such Holder to sell the Registrable Securities without registration under the Securities Act. The Company shall notify the Holders via facsimile or electronic mail of the effectiveness of the Initial Registration Statement within three Trading Days of the Company telephonically confirming effectiveness with the Commission. The Company shall, by 9:30 AM Eastern Time on the Trading Day that is three Trading Days after the 90th calendar day following the Effectiveness Date, file a Form 424(b)(5) with the Commission. (b) If: Following the Effectiveness Period, Hercules may request the filing of an additional Registration Statement (a “Subsequent Registration Statement”) covering at least 10,000,000 shares (the “Subsequent Registrable Securities Amount”) of Registrable Securities (a “Registration Request”). Upon receipt of a Registration Request, the Company shall use its commercially reasonable best efforts to, within 30 days of receipt of such Registration Request, prepare and file a Subsequent Registration Statement, if such Registration Statement is on Form S-3, otherwise within 60 days of receipt of such Registration Request, covering the Registrable Securities that are the subject of the Registration Request and shall use its commercially reasonable best efforts to cause such Subsequent Registration Statement to become effective as soon as is practicable following its filing. In filing a Subsequent Registration Statement, the Company shall follow the same procedure of preparing, filing and seeking effectiveness of the such Subsequent Registration Statement as it did for the Initial Registration Statement, provided, however, that the time periods in this section shall control. Upon the sale of all of the Registrable Securities covered by a Subsequent Registration Statement, Hercules may submit one or more additional Subsequent Registration Requests requesting the Company to prepare and file with the Commission a Subsequent Registration Statement coving an additional amount of Registrable Securities equal to the Subsequent Registrable Securities Amount and the Company will follow the same procedure of preparing, filing and seeking effectiveness of such Registration Statement as it did for the first Subsequent Registration Statement. The procedure set forth in this Section 2(b) shall be followed until all of the Registrable Securities have been sold. (c) At any point following the Effectiveness Date, if the Company shall receive a notice from Hercules requesting that the Company effect a Demand Registration (a “Demand Notice”), for at least 5,000,000 shares of the Registrable Securities specified in such Demand Notice, the Company shall use its commercially reasonable best efforts to, within 30 days of receipt of such Demand Notice, prepare and file a Registration Statement covering the Registrable Securities that are the subject of the Demand Notice, if such Registration Statement is on Form S-3, otherwise within 60 days of receipt of such Demand Notice, and shall use its commercially reasonable best efforts to cause such Registration Statement to become effective as soon as is practicable following its filing. Hercules may request three Demand Registrations. In filing a Registration Statement pursuant this Section 2(c), the Company shall follow the same procedure of preparing, filing and seeking effectiveness of such Registration Statement as it did for the Initial Registration Statement, provided, however, that the time periods in this section shall control. (d) If (i) a the Initial 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)Effectiveness Date, 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 five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Subsequent Registration Statement will not be “reviewed,” or is not subject to further review, filed on or (iii) prior to the date when such Registration Statement is first declared effective by the Commission, 30 days after the Company fails receives a Registration Request or 60 days as applicable, (iii) a Demand Registration is not filed on or prior to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 15 Trading Days date 30 days after the receipt of comments by Company receives a Demand Notice, or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, 60 days as applicable or (iv) the Registration Statement covering the Registrable Securities ceases to be effective or usable in the case of the Initial Registration Statement, during the Effectiveness Period, or in the case of any Subsequent Registration Statement or Demand Registration Statement, at any time prior to the sale of all Registrable Securities covered in such Registration Statements, subject to Section 2(g) (without being succeeded on the same date immediately by a post-effective amendment or supplement to a Registration Statement filed or required to be filed hereunder that cures such failure and that is not itself, in the case of a post-effective amendment, declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by within ten Trading Days of filing with 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, Securities for 20 consecutive Trading Days or in any such individual case 10 consecutive days but no more than an aggregate of 15 days 30 Trading Days during any 12 twelve-month period (which need not be consecutive Trading Days)(any such failure or breach Days) (any of the foregoing being referred to as an a “Event,Registration Default” and for purposes of clause clauses (i), (ii) and (iii) the date on which such Registration Default occurs, or for purposes of clause (iv) the date on which such Event occurs, 20 or for purposes of clause (ii) the date on which such five 30 Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 day period, as applicable, is exceeded exceeded, each being referred to as a “Event Registration Default Date”)) then, then in addition subject to any other rights the Holders may have hereunder or under applicable law: (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as 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 curedSection 3, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, 2.0penalty (“Liquidated Damages”) equal to 1% of the aggregate purchase price paid by such Holder sum of: (A) the Converted Debt Amount which was converted into Common Stock pursuant to Section 2.9 of the Purchase Agreement A/R Loan Agreement, plus (B) any interest paid through the issuance of Shares pursuant to Section 2.5(a) of the A/R Loan Agreement, to which the Registration Default relates. The foregoing represents the sole monetary remedy to any Holder in connection with any Registration Default. The Company shall pay the Holders any Liquidated Damages accrued for the first month after a Registration Default Date within seven calendar days after the end of such month, and any Liquidated Damages accrued for any Registrable Securities then held by subsequent month within seven calendar days after the end of such Holdermonth. If the Company fails to pay any liquidated damages 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 158% 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 liquidated damages Liquidated Damages are due until such amounts, plus all such interest thereon, are paid in full. A Registration Default under clauses (i), (ii) and (iii) above shall be cured on the date that the required Registration Statement is filed with the SEC and a Registration Default under clause (iv) above shall be cured on the date that the Registration Statement covering the Permitted Shares is declared effective by the SEC or is otherwise usable. Notwithstanding the foregoing, no Liquidated Damages shall accumulate as to any Registrable Security from and after the earlier of (x) the date such security is no longer a Registrable Security and (y) expiration of the Effectiveness Period. (e) The liquidated damages pursuant Company shall not be liable for any Liquidated Damages under Section 2(d) if the Holders are not permitted to utilize the Prospectus because the Company is negotiating a merger, consolidation, acquisition or sale of all or substantially all of its assets or a similar transaction which, in the good faith judgment of the Board of Directors, requires any Registration Statement to be amended to include information in connection with such pending transaction (including the parties thereto) and such information is not yet available or publicly disclosable, or the Company is otherwise aware of such other material non-public information which, in the good faith judgment of the Board of Directors, requires any Registration Statement to be amended to include such other material non-public information and such information is not yet publicly disclosable, for an aggregate of 30 consecutive days. (f) Each Holder agrees to furnish to the terms hereof Company (i) a completed selling stockholder questionnaire not more than ten Trading Days before the filing of any Registration Statement and (ii) such other information the Company reasonably requires to prepare any Registration Statement. Each Holder further agrees that it shall apply on not be entitled to be named as a daily pro-rata basis selling stockholder in any Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any portion time, unless such Holder has returned this information to the Company. Each Holder acknowledges and agrees that the information in the selling stockholder questionnaire or request for further information as described in this Section 2(f) will be used by the Company in the preparation of any Registration Statement and hereby consents to the inclusion of such information in any Registration Statement. (g) Subject to the subsequent sentence, the Company shall not be required to file or keep effective any Subsequent Registration Statement or Demand Registration when Hercules, together with any of its affiliates, owns less than 10% of the issued and outstanding Common Stock and the Registrable Securities may be sold free of any restrictions under Rule 144. Upon such occurrence, the Company shall take, at its sole expense, such further action, including the provision of a month prior legal opinion, as any Holder may reasonably request from time to time to enable such Holder to sell the cure of an EventRegistrable Securities without registration under the Securities Act.

Registration. (a) On or prior to the 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-3 (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” " attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best 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 best 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 '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 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 (iii) 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 15 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case cases 10 consecutive days but no more than Trading Days or in any individual case an aggregate of 15 days 20 Trading 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 10 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 day 20 Trading 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 Event Date the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 2.01.5% 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 liquidated damages and not as a penalty, 2.0equal to 1.5% 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 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 15% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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) On or prior to the 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-3 (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” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use 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 its best 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 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 (iii) 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 15 Trading Days 10 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive calendar 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day 10 calendar day period is exceeded, or for purposes 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 in addition to any other rights the Holders may have hereunder or under applicable law: (x) , on each such 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 2.01.0% 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) Holder and, 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 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 1518% 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) On or prior to the 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-3 (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” " attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use 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 its best 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 's transfer agent and the affected Holders (the “"Effectiveness Period”"). The Company shall immediately notify the Holders via facsimile of the effectiveness of the Registration Statement on the same day that the Company receives notification of the effectiveness from the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b). (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 First Montauk on behalf of the Holder Holders not participating in the 1,250,000 Share Offering, and each of the individual Holders participating in the 1,250,000 Share Offering, 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 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 (iii) 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 15 Trading Days 21 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive calendar 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 (i) or (iviii) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day 10 calendar day period is exceeded, or for purposes of clause (viv) the date on which such 10 20 or 15 30 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 Event Date the Company shall pay to each Holder an amount in cash, as 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, up to a maximum aggregate penalty amount of $150,000 for all Holders. 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 1518% 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) On or prior to the 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-3 (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” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best 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 best 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 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 (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, then the Filing Date shall be extended until three (3) Trading Days following the date of receipt by the Company of such required information; and provided, further, that 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 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 (iii) 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 15 Trading Days 10 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive calendar days but no more than an aggregate of 15 calendar days during any 12 month period (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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day 10 calendar day period is exceeded, or for purposes 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 in addition to any other rights the Holders may have hereunder or under applicable law: (x) , then, on each such Event Date the Company shall pay to each Holder an amount in cash, as 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 1.5% 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 1518% 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) On or prior to the Filing Date, the The Company shall prepare and file with the Commission the a Registration Statement covering the resale of all 125% 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-3 SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3SB-2, in which case the Registration such registration shall be 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” " attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use 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 prior to the applicable Effectiveness Date, and shall use 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 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”"). The Company shall immediately notify the Holders via facsimile of the effectiveness of the Registration Statement on the same day that the Company receives notification of the effectiveness from the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b). (b) If: (i) a Registration Statement is not filed on or prior to the its Filing Date (if the Company files a Registration Statement without affording the Holder Holders 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 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 (iii) prior to the date when such Registration Statement is first declared effective by the Commissionits Effectiveness Date, 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 15 Trading Days 30 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, ; or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the by its Effectiveness Date, ; or (v) after the Effectiveness Date, 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, Securities for in any such case 10 consecutive calendar days but no more than an aggregate of 15 calendar days during any 12 12-month period (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 (iii) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day 10 calendar day period is exceeded, or for purposes 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 in addition to any other rights the Holders may have hereunder or under applicable law: (x) , on each such Event Date the Company shall pay to each Holder an amount in cash, as 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 1.5% of the aggregate purchase price paid by such Holder pursuant to outstanding principal of the Purchase Agreement Notes for any Registrable Securities then held by such HolderHolder for the first 30 days (or part thereof) after the 90th day, and an additional 1.5% for any subsequent 30-day period (or part thereof), thereafter. 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 1520% 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. The Company shall, as soon as practicable after the date hereof, but in any event within five business days after the date hereof (a) On or prior to the Filing Date, such later date as may be mutually agreed by the Company shall prepare and the Sellers), file with the Commission the a Registration Statement covering (or an amendment or supplement to an existing registration statement) for the resale of all public offer and sale of the Registrable Securities for an offering to be made on a continuous basis Consideration Shares pursuant to Rule 415415 promulgated under the Securities Act or otherwise (a “Shelf Registration”); provided, however, that no Holder (other than the Sellers) shall be entitled to have the securities held by it covered by such Shelf Registration unless such ▇▇▇▇▇▇ agrees in writing to be bound by all the provisions of this Agreement applicable to a Holder. The Registration Statement required hereunder shall be on Form S-3 (except or, if the Company Form S-3 is not then eligible available to register for resale the Registrable Securities Company, on Form S-3S-1 or such other form of registration statement as is then available to effect a registration for the offer and sale of such Registrable Shares (such Registration Statement, in which case the a “Shelf Registration shall be on another appropriate form in accordance herewithStatement”). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this AgreementSection 4, the Company shall use its best commercially reasonable efforts to cause such Shelf Registration Statement to become effective as soon as practical after the filing thereof. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing. Subject to the provision by each Holder of all information reasonably requested by the Company for such purposes, the Company shall use commercially reasonable efforts to cause the Shelf 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 Dateremain effective, and shall use its best 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 supplemented and amended to the Company pursuant extent necessary to a written opinion letter to such effect, addressed and acceptable to ensure that the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). (b) If: (i) a Shelf Registration Statement is available or, if not filed on or prior to the Filing Date (if the Company files a available, that another Registration Statement without affording is available, for the Holder resale of all the opportunity to review and comment on Registrable Shares by the same as required by Section 3(a)Holders until the Termination Date; provided, however, that, other than in connection with an Underwritten Shelf Takedown, the Company shall not be deemed required to have satisfied this clause (i)), supplement or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five 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 (iii) 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 15 Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for a amend any Registration Statement to be declared effective, reflect the transfer to a new or (iv) a Registration Statement filed existing Holder except upon request of either EnerQuest or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for Lime Rock and in any such case 10 consecutive days but no event not more than twice in any consecutive twelve months (excluding supplements or amendments in connection with an aggregate of 15 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 day period, as applicable, is exceeded being referred to as “Event Date”Underwritten Shelf Takedown), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as 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 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 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 15% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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) On or prior to the Filing 45th day from the Closing 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 415. The Each Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the 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) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use 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 Effectiveness Effective Date, and shall use its best efforts to keep the each Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by the that 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 for any reason the SEC does not permit all of the Registrable Securities to be included in any Registration Statement filed pursuant to Section 2(a), then the Company shall prepare and file as soon as possible after the date on which the SEC shall indicate as being the first date or time that such filing may be made, but in any event by no later than the 60th day following the date on which the SEC shall indicate as being the first date or time that such Registrable Securities may then be included in a Registration Statement, one or more additional Registration Statements covering the resale of all 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. Each such Registration Statement shall contain (except if otherwise directed by the Holders) the "Plan of Distribution" attached hereto as Annex A. The Company shall use its best 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 its Effective Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act during its entire Effectiveness Period. (c) If: (i) a Registration Statement is not filed on or prior to the its Filing Date (if the Company files a Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a)) hereof, 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 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 (iii) prior to the date when such Registration Statement is first declared effective by the CommissionSEC, 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 15 Trading Days 30 calendar days (the “Response Date”) 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, or (iviii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission SEC on or before the Effectiveness its Effective Date, or (viv) after during the Effectiveness Period, 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 and all such case 10 consecutive days but no cases for more than an aggregate of 15 days 20 Trading Days (the “Grace Period”) during any 12 12-month period during the Effectiveness Period (which need not be consecutive Trading Days)(any such failure or breach being referred to as an “Event,” and for purposes of clause (i) or (iviii) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period 30 calendar days is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (viv) the date on which such 10 or 15 day period, as applicable, 20 Trading Days 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 Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.01.5% of the aggregate purchase price Investment Amount 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 1.5% of the aggregate purchase price Investment Amount paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If Agreement; provided, however, that in no event shall the Company fails to pay any liquidated damages payments made pursuant to this Section 2(c), if any, exceed in full within seven days after the date payable, aggregate twelve percent (12%) of the Company will pay interest thereon at a rate of 15% per annum (or such lesser maximum amount that is permitted to be aggregate Investment Amount paid by applicable law) such Holder pursuant to the Holder, accruing daily from the date such 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. Notwithstanding the foregoing, any day on which a Force Majeure has occurred or is continuing shall not count toward the calculation of the number of days for the Filing Date, the Effective Date, the Response Date and a Grace 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 such Holder who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least one Trading Day prior to the Filing Date (subject to the requirements set forth in Section 3(a)).

Registration. (a) On or prior to In accordance with the Filing Dateterms of this Agreement, the Company shall prepare and file with the Commission the SEC, at its discretion, either (i) a Registration Statement on Form S-1, (ii) a Registration Statement on Form S-3 if it is eligible to file a Registration Statement on Form S-3, or (iii) a prospectus supplement pursuant to Rule 424(b)(7) under the Act (the “Prospectus Supplement”) relating to an effective Registration Statement on Form S-3, in each such case covering the resale of all of Registrable Securities, specifically the Registrable Securities for an Stock Consideration Shares, and when issuable, the Milestone Shares, as a secondary offering to be made on a continuous basis pursuant to Rule 415. The applicable Registration Statement required hereunder (including any preliminary or final prospectus or prospectus supplement contained therein) referenced in clause (i) or (ii) is referred to herein as the “Registration Statement.” (b) The Company shall exercise commercially reasonable efforts to prepare and file either the Registration Statement under clause (a)(i) above or the Prospectus Supplement under clause (a)(ii) above with the SEC no later than ten (10) Business Days after the Closing Date; provided, however, that no filing of such Registration Statement or Prospectus Supplement shall be on Form S-3 (except if required during any period in which the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy would prohibit executive officers of the Company is not then eligible to register for resale from trading in the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith)Company’s securities. The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best commercially reasonable efforts to cause have the Registration Statement to be declared effective under the Securities Act as promptly soon as possible practicable after the such filing thereof, but in any event if not later than the Effectiveness Date, otherwise effective upon filing and shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the date when all and usable for resale of Registrable Securities covered by thereby from the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) date of its initial effectiveness until such time as determined by the counsel to the Company pursuant to a written opinion letter to no Registrable Securities remain outstanding (such effectperiod, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). (bc) If: (i) It shall be a Registration Statement is not filed on or prior condition precedent to the Filing Date (if obligations of the Company files to take any action pursuant to Section 3.1 or Section 3.2 with respect to Registrable Securities of a Registration Statement without affording Holder that the Holder furnish to the opportunity to review and comment on the same Company such information regarding such Holder as required by under Section 3(a3.4(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 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 (iii) 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 15 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive days but no more than an aggregate of 15 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 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 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 15% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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) On or prior to the 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 offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder ) and shall contain (except if otherwise directed agreed by the Holders) substantially the “"Plan of Distribution” " attached hereto as Annex A. Subject to the terms of this Agreement, the The Company shall use 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 its best efforts to keep the such 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 a 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 Purchasers (the “"Effectiveness Period”"). (b) If: (i) a Registration Statement is not filed on or prior to the its Filing Date (if the Company files a such 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 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 (iii) prior the Company fails to respond to any comments made by the date when Commission within twenty Trading Days after the receipt of such comments, or (iv) a Registration Statement filed hereunder is not declared effective by the Commission by the Effectiveness Date, or (v) after a 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 ceases to be effective as to all Registrable Securities to which it is required to relate at any time prior to the expiration of the Effectiveness Period without being succeeded within 15 twenty Trading Days after by an amendment to such Registration Statement or by a subsequent Registration Statement filed with and declared effective by the receipt of comments Commission, (vi) an amendment to a Registration Statement is not filed by or notice from the Company with the Commission within fifteen Trading Days of the Commission's notifying the Company that such amendment is required in order for a Registration Statement to be declared effective, or (ivvii) a the Company suspends the use of the Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases Holders 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 consecutive days but no more than an aggregate of 15 days during twenty Trading Days (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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day Day-period is exceeded, or for purposes of clauses (iii), (v) or (vi) the date which such fifteen Trading Day-period is exceeded, or for purposes of clause (iiivii) the date which such 15 twenty Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 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 lawthen: (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as 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 HolderAgreement; 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 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 HolderAgreement. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 158% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant . (c) If the Purchasers under the Purchase Agreement exercise the investment option contemplated in Section 2.4 of the Purchase Agreement, then the Company shall file an additional Registration Statement to register the resale of the Option Shares to be issued to the terms hereof shall apply Purchasers on a daily pro-rata basis for any portion of a month the Option Closing Date. If the Option Closing Date occurs prior to the cure of an Eventdate that the initial Registration Statement contemplated by this Agreement is filed with the Commission, then the Company shall include the Option Shares in such initial Registration Statement and file and cause such initial Registration Statement to be declared effective as required by this Agreement.

Registration. (a) On or prior to the 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-3 (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 permitting registration of the Registrable Securities for resale by such Holders in accordance herewithherewith and the methods of distribution elected by the Holders herein). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use 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 its best 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 registration under the Securities Act pursuant to the final sentence of Rule 144(k144(b)(1)(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) 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 five Trading Days . None of the date that Company’s security holders (other than the Company is notified (orally or Holders of Registrable Securities) shall have the right to include any of the Company’s securities in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or is not subject to further review, or (iii) 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 15 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive days but no more than an aggregate of 15 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 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 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 15% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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.

Registration. (a) On or prior to the each 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-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder ) and shall contain (except if otherwise directed agreed by the Holders) substantially the “"Plan of Distribution” " attached hereto as Annex A. Subject to the terms of this Agreement, the The Company shall use 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 prior to the applicable Effectiveness Date, and shall use its best efforts to keep the such Registration Statement continuously effective under the Securities Act until the date which is two years after the date that a Registration Statement is declared effective by the Commission or such earlier 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 's transfer agent and the affected Holders (the “Effectiveness Period”"EFFECTIVENESS PERIOD"). (b) If: (ia) a Registration Statement is not filed on or prior to the its Filing Date (if the Company files a the 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 (ia)), or (iib) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a the Registration Statement will not be “"reviewed,” " or is not subject to further review, or (iiic) 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 any comments made by the Commission in respect of such Registration Statement within 15 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 effectivecomments, or (ivd) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the by its Effectiveness Date, or (ve) after a the Registration Statement is filed with and first declared effective by the Commission, it the Registration Statement ceases for any reason to remain continuously be effective as to all Registrable Securities for to which it is required to be effectiverelate, or the Holders are not permitted to utilize the Prospectus therein thereunder to resell such Registrable Securities, for in any such case 10 consecutive days but no more than an aggregate in all such events of 15 days 20 Trading Days during the Effectiveness Period, (f) an amendment to the Registration Statement is not filed by the Company with the Commission within fifteen Trading Days of the Commission's notifying the Company that such amendment is required in order for the Registration Statement to be declared effective, (any 12 month period (which need not be consecutive Trading Days)(any such failure or breach being referred to as an “Event"EVENT,” " and for purposes of clause (ia) or (ivd) the date on which such Event occurs, or for purposes of clause (iib) the date on which such five Trading Day period is exceeded, or for purposes of clause clauses (iiic) or (f) the date which such 15 fifteen Trading Day Day-period is exceeded, or for the purposes of clause (ve) the date on which such 10 or 15 day periodtwenty Trading Days is exceeding, as applicable, is exceeded being referred to as “Event Date”"EVENT DATE"), then in addition then, subject to any other rights the Holders may have hereunder or under applicable lawfollowing paragraph with respect to the Preferred Shares: (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as 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 (but which shall not include any amounts paid for any Registrable Securities then held by such Holderthe Warrants); 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 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 (but which shall not include any amounts paid for any Registrable Securities then held by such Holderthe Warrants). If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 1512% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The Notwithstanding anything to the contrary set forth in this Agreement, if the Commission refuses to permit the inclusion of the Preferred Shares in the initial Registration Statement filed by the Company in accordance with this Agreement, then the parties agree that the Company may remove the Preferred Shares from such initial Registration Statement and for purposes of calculating the liquidated damages pursuant specified in Section 2(b), a Purchaser's investment amount will not include the amount paid for the Preferred Stock. The parties further agree that any liquidated damages incurred on other Registrable Securities will be unaffected thereby. In such event, if a Party has not required the redemption of the Preferred Stock in accordance with the terms thereof following the exclusion of such Preferred Shares from the initial Registration Statement, the Company will prepare and file with the Commission a new Registration Statement to cover the resale of the Preferred Shares by the Holders promptly, but in any event within fifteen Trading Days from the date that the Commission indicates that it may do so and such Registration Statement shall be subject to the terms hereof shall apply on requirements set forth herein for a daily pro-rata basis for any portion of a month prior Registration Statement, including as to the cure of an Eventits Effectiveness Date and other requirements under this Section 2(b).

Registration. (a) On or prior to the 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-3 (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 S-1 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. A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best 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 thereof, but in any event not no later than the applicable Effectiveness Date, and shall use its best 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. 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, subject to extension pursuant to Section 3(a), file a final Prospectus with the Commission as required by Rule 424. (b) If: (i) 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 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 Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement, 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 not reduce or eliminate any securities to be deemed to have satisfied this clause (i))included other than Registrable Securities; and b. Second, or (ii) the Company fails 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 commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that or SEC Guidance provided to the Company is notified 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. (orally or in writing, whichever is earlierd) by the Commission that a Registration Statement will not be “reviewed,” or is not subject to further review, or (iii) prior Notwithstanding anything to the date when such Registration Statement is first declared effective by the Commissioncontrary contained herein, in no event shall the Company fails be permitted to file name any Holder or affiliate of a pre-effective amendment and otherwise respond in writing to comments made by Holder as any Underwriter without the Commission in respect prior written consent of such Registration Statement within 15 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive days but no more than an aggregate of 15 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 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 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 15% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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) On or prior to the 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-3 SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3SB-2, 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” " attached hereto as Annex A. Subject to the terms of this ------------ -------- Agreement, the Company shall use 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 its best 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 '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 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 (iii) 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 15 Trading Days 10 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive days but no more than an aggregate of 15 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period 10 calendar days is exceeded, or for purposes of clause (v) the date on which such 10 or 15 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 Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.01.5% 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 15% 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) On or prior to the Filing Date, the The Company shall prepare and file with the Commission the a Registration Statement covering the resale of all 125% 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-3 SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3SB-2, in which case the Registration such registration shall be 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” " attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use 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 prior to the applicable Effectiveness Date, and shall use 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 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”"). The Company shall immediately notify the Holders via facsimile of the effectiveness of the Registration Statement on the same day that the Company receives notification of the effectiveness from the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b). (b) If: (i) a Registration Statement is not filed on or prior to the its Filing Date (if the Company files a Registration Statement without affording the Holder Holders 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 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 (iii) prior to the date when such Registration Statement is first declared effective by the Commissionits Effectiveness Date, 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 15 Trading Days 14 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, ; or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the by its Effectiveness Date, ; or (v) after the Effectiveness Date, 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, Securities for in any such case 10 consecutive calendar days but no more than an aggregate of 15 calendar days during any 12 12-month period (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 (iii) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day 14 calendar day period is exceeded, or for purposes 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 in addition to any other rights the Holders may have hereunder or under applicable law: (x) , on each such Event Date the Company shall pay to each Holder an amount in cash, as 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 1.5% of the aggregate purchase price paid by such Holder pursuant to outstanding principal of the Purchase Agreement Notes for any Registrable Securities then held by such HolderHolder for the first 30 days (or part thereof) after the Event Date and an additional 1.5% for any subsequent 30-day period (or part thereof), thereafter. 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 1520% 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. TMP shall, for the benefit of the Shareholders, at TMP's expense, use its best efforts to (ai) On or prior cause to the Filing Date, the Company shall prepare and file be filed with the United States Securities and Exchange Commission (the Registration Statement covering "SEC") within 21 days after the Closing a 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 registration statement on Form S-3 or any other appropriate form (except if the Company is not then eligible "Registration Statement") to register for resale the Registrable Securities on Form S-3shares of TMP Common Stock comprising the Stock Consideration, 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 Holdersii) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause the such Registration Statement to be declared effective under the Securities Act of 1933, as promptly amended (the "Securities Act") by the SEC as possible after soon as practicable and (iii) keep such Registration Statement effective until such time as the filing thereofShareholders may dispose of their shares of TMP Common Stock pursuant to the provisions of Rule 144 under the Securities Act. Each Shareholder hereby agrees to furnish to TMP all information with respect to such Shareholder necessary to make the disclosure in the Registration Statement with respect to such Shareholder not materially misleading. TMP will, but in any the event not later than that the Effectiveness DateRegistration Statement is declared effective, provide to each Shareholder and shall to ▇▇▇▇▇▇, ▇▇▇▇▇▇, Herlands, Randolph, ▇▇▇▇▇▇▇▇▇ & Cox LLP, counsel to the Shareholders, a reasonable number of copies of the Prospectus which is a part of the Registration Statement, notify each Shareholder when the Registration Statement has become effective and use its best efforts to keep take certain other actions as are required to permit certain unrestricted sales of the Stock Consideration. TMP further agrees, if necessary, to supplement or amend the Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by TMP for such Registration Statement continuously effective under or by the Securities Act until the date when all Registrable Securities covered or by the Registration Statement have been sold or may be sold without volume restrictions pursuant any other rules and regulations thereunder for resale registrations, and TMP agrees to Rule 144(k) as determined by the counsel furnish to the Company pursuant to a written opinion letter to Shareholders copies of any 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 supplement or amendment promptly after its being used or 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 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 (iii) 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 15 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive days but no more than an aggregate of 15 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 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 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 15% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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 EventSEC.

Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all 200% 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-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration 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) substantially the “Plan of Distribution” attached hereto as Annex A. Subject The Company shall cause such Registration Statement to the terms of this Agreement, the become effective and remain effective as provided herein. The Company shall use 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 its reasonable best efforts to keep the such 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 transfer agent and the affected Holders (the “Effectiveness Period”). (b) If: (i) a Registration Statement is not filed on or prior . Notwithstanding anything herein to the Filing Date (if the Company files a Registration Statement without affording the Holder the opportunity contrary, as to review and comment on the same as required by Section 3(a)each Holder, the Company maximum amount of liquidated damages payable 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 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 (iii) 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 15 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive days but no more than an aggregate of 15 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 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 Event Date the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 2.0200% of the aggregate purchase price Subscription Amount 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 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 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 15% 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 liquidated damages are due until such excluding interest accrued on any unpaid amounts, plus all such interest thereon, are paid in full. The 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) On or prior to No later than the Filing Datesix (6) month anniversary of the date of this Agreement, 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-3 (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” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use 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 its best efforts to keep the Registration Statement continuously effective under the Securities Act until the earlier of: (i) the date when all Registrable Securities covered by the Registration Statement have been sold or sold, and (ii) when all Registrable Securities covered by the Registration Statement may be sold without volume restrictions pursuant to Rule 144(k144(b)(i) as determined by promulgated under 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 Securities Act (the “Effectiveness Period”). (b) IfIn the event that the Company is subject to limitations on the number or aggregate market value of securities that the Company can sell in any period, including, without limitation, under Instruction I.B.6 of Form S-3, and any sales or other transfers of Common Stock by the Holder under a Registration Statement filed pursuant to this Agreement would be included in such limit due to the Holder’s status as an “affiliate” (as defined in Rule 405 of the Securities Act) of the Company or otherwise (“Sale Limits”), (i) the Holder shall not sell or otherwise transfer any shares of Common Stock under the Registration Statement without the prior written consent of the Company, which consent shall be in the sole discretion of the Company; and (ii) the Company shall have the right to suspend the Holder’s use of the Registration Statement or withdraw the Registration Statement; provided, however, that if the Company withdraws the Registration Statement and the Sale Limits become no longer applicable, the Holder shall have the demand registration rights described in Section 2(e) below. (c) If for any reason the Commission does not permit all of the Shares to be included in the Registration Statement filed pursuant to Section 2(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, then the Company shall prepare and file as soon as possible after the date on which such filing may be made an additional Registration Statement covering the resale of all 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 Company shall use its best efforts to cause each such Registration Statement to be declared effective under the Securities Act as soon as possible and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act during its entire Effectiveness Period. (d) Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the Commission (the “Staff”) or the Commission requires the Holder seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder does not consent to being so named as an underwriter in such Registration Statement, then in such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the Commission does not require such identification or until the Holder accepts such identification and the manner thereof. (e) In the event of any reduction pursuant to Section 2(b) or Section 2(d), the Holder shall not have any claim against the Company as a result of such reduction. In the event of any reduction in Registrable Securities pursuant to Section 2(b) or Section 2(d) (and, in the case of Section 2(b), only if the Company withdrew a Registration Statement pursuant to Section 2(b) and the Sale Limits no longer apply), the Holder shall have the right to require, upon delivery of a written request to the Company signed by the Holder, that the Company to file a registration statement within 60 days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the Commission) for re-sale by the Holder in a manner acceptable to the Holder, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until the earlier of such time as: (i) a all Registrable Securities held by the Holder have been registered pursuant to an effective Registration Statement is not filed on or prior in a manner acceptable 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 Registrable Securities may be resold by the Holder without restriction (including volume limitations) pursuant to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under 144(b)(i) of the Securities Act, within five Trading Days Act (taking account of the date that the Company is notified (orally or in writing, whichever is earlierany Staff position with respect to “affiliate” status) by the Commission that a Registration Statement will not be “reviewed,” or is not subject to further review, or (iii) prior to one year from the date when such Registration Statement is first declared effective by of issuance of 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 15 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, applicable Registrable Securities or (iv) a the Holder agrees to be named as an underwriter in any such Registration Statement filed or required in a manner acceptable to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective Holder as to all Registrable Securities for which held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it is required being understood that the special demand right under this sentence may be exercised by the Holder multiple times and with respect 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 consecutive days but no more than an aggregate limited amounts of 15 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 in order to permit the re-sale thereof 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 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 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 15% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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 Eventcontemplated above).

Registration. (a) On or prior to the 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 Holders 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-3S-3 or Form F-3, in which case the Registration shall be on Form S-1 or 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 Holders) a section substantially similar to the “"Plan of Distribution” " attached hereto as Annex A. Subject to the terms of this Agreement, the The Company shall use 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 90 days following the filing thereof (the "Effectiveness Date"), and shall use 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) until the date which is one year after the Closing Date or such later 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 '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 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 (iii) 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 15 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive days but no more than an aggregate of 15 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 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 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 15% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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) On or prior to the 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-3 SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3SB-2, 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” " attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use 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 its best 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 '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 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 (iii) 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 15 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Outside Date, or (viv) 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 consecutive calendar days but no more than an aggregate of 15 calendar days during any 12 month period (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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes 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 in addition to any other rights the Holders may have hereunder or under applicable law: (x) , then, on each such Event Date the Company shall pay to each Holder an amount in cash, as 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 liquidated damages and not as a penalty, 2.0equal to 1.5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder up to a maximum of 20% of the aggregate purchase price paid by such Holder. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 1512% 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 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. Notwithstanding anything herein to the contrary, if an Event or the continuation of an Event is caused solely as a result of an act or omission by a Holder, the Company shall not be liable to pay liquidated damages to such Holder that otherwise would result on account of such Event or continuation of an Event.

Registration. (a) On or prior to the 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 offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement required hereunder shall be on Form S-3 S–3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3S–3, in which case the Registration such registration shall be 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” attached hereto as Annex A. Subject The Company shall cause such Registration Statement to the terms of this Agreement, the remain effective as provided herein. The Company shall use 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 on or before the Effectiveness Date, and shall use 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 transfer agent and the affected Holders (the “Effectiveness Period”). (b) If: (ia) a any Registration Statement is not filed on or prior to the Filing Date (if the Company files a such Registration Statement without affording the Holder the opportunity to review and comment on the same as required by Section 3(a)) hereof, the Company shall not be deemed to have satisfied this clause (ia)), or (iib) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days Day 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 (iiic) prior the Company fails to respond to any comments made by the date when Commission within fifteen Trading Days after the receipt of such comments, or (d) after a 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 ceases to be effective as to all Registrable Securities to which it is required to relate (whether upon the delivery of an Advice pursuant to Section 6(d) or otherwise) at any time prior to the expiration of the Effectiveness Period without being succeeded within 15 fifteen Trading Days after by an amendment to such Registration Statement or by a subsequent Registration Statement filed with and declared effective by the receipt of comments Commission, or (e) an amendment to a Registration Statement is not filed by or notice from the Company with the Commission within fifteen Trading Days of the Commission’s notifying the Company that such amendment is required in order for a such Registration Statement to be declared effective, or (ivf) the Common Stock is not listed or quoted, or is suspended from trading on the Nasdaq National Market for a period of three Trading Days (which need not be consecutive Trading Days), or (g) the exercise rights of the Holders pursuant to the Warrants are suspended for any reason , or (h) any Registration Statement filed or required to shall not be filed hereunder is not declared effective by the Commission on or before prior to the applicable Effectiveness Date, or Date (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive days but no more than an aggregate of 15 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 (ia), (g) or (ivh) the date on which such Event occurs, or for purposes of clause (iib) the date on which such five Trading Day period is exceeded, or for purposes of clause clauses (iiic) (d) or (e) the date which such 15 fifteen Trading Day-period is exceeded or for purposes of clause (g) the date on which such three Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 day period, as applicable, is exceeded being referred to as “Event Date”), then then, in addition to any other rights available to the Holders may have hereunder or under applicable lawHolders: (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as 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 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 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 HolderAgreement. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 1518% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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 the number of Registrable Securities at any time exceeds 85% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall file an additional Registration Statement covering the resale of such additional shares or Registrable Securities (as applicable) in accordance with this Agreement. (d) Notwithstanding anything herein to the contrary, the Company shall prepare and file a Registration Statement covering the resale of shares of Common Stock issuable upon exercise of the New Warrants within 15 Trading Days following the issuance of such New Warrants.

Registration. (a) On or prior to the 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-3 (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” "PLAN OF DISTRIBUTION" attached hereto as Annex ANNEX A. Subject to the terms of this Agreement, the Company shall use its best 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 best 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 '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 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 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 (iii) 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 15 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, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 15 consecutive days but no more than an aggregate of 15 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"EVENT,” " and for purposes of clause (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 10 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 15 or 15 25 day period, as applicable, 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 Event Date the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 2.01.5% 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 liquidated damages and not as a penalty, 2.0equal to 1.5% 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 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 15% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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) On or prior to the each Filing Date, the Company shall prepare and file with the Commission a Registration Statement; provided, however, to the extent that the Registrable Securities may be included in the Existing Shelf Registration Statement on or before the Effectiveness Date, then the Company may include the Registrable Securities on such statement and file a Prospectus supplement thereunder on or before the Filing Date, rather than file a new Registration Statement. In either case, the Registration Statement covering shall cover 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) 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 Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder ) and shall contain (except if unless otherwise directed by Holders of least two-thirds of the HoldersRegistrable Securities) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause the a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereofpossible, but in any event not later than prior to the applicable Effectiveness Date, and shall use 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 have been sold 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 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 1 Trading Day after 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), the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders; provided, however, that, prior to any reduction in the number of Registrable Securities included in a Registration Statement as set forth in this sentence, the number of Ordinary Shares set forth on Schedule 6(b) hereto which shall have been included on such Registration Statement shall be reduced by up to 100%. (b) If: (i) a the Initial Registration Statement is not filed on or prior to its Filing Date, or in the case where the Initial Registration Statement is the Existing Shelf Registration Statement, the Existing Shelf Registration Statement is not declared effective and/or the Prospectus is not filed thereunder on or prior to the Filing Date (if the Company files a the Initial Registration Statement Statement, or any Prospectus or Prospectus supplement thereunder, without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a)) herein, the Company shall not 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 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 (iii) 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 15 10 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, or (iv) as to, in the aggregate among all Holders on a pro-rata basis based on their purchase of the Registrable Securities pursuant to the Securities Purchase Agreement, 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 (v) all of the Registrable Securities are not registered for resale pursuant to one or more effective Registration Statements on or before the one (1) year anniversary from the date hereof, or (vi) 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 more than 10 consecutive days but no Trading Days or more than an aggregate of 15 days during any 12 month period 20 Trading Days (which need not be consecutive Trading Days)(any Days) during any 12-month period (any such failure or breach being referred to as an “Event,” ”, and for purposes of clause (i) or ), (iv) and (v) the date on which such Event occurs, or and for purposes purpose of clause (ii) the date on which such five Trading Day period is exceeded, or and for purposes purpose of clause (iii) the date which such 15 10 Trading Day period is exceeded, or and for purposes purpose of clause (vvi) the date on which such 10 or 15 day 20 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 Event Date the Company shall pay to each Holder an amount in cash, as 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% of the aggregate purchase price paid by such Holder pursuant to the Securities Purchase Agreement for any unregistered Registrable Securities then held by such Holder. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12% of the aggregate Subscription Amount paid by such Holder pursuant to the Securities Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven business days after the date payable, the Company will pay interest thereon at a rate of 1518% 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) On or prior to the 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-3 S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder Form S-3 and shall contain (except if unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall respond to any comments from the staff of the Commission within 15 days of the receipt of such comments. In the event the amount of Registrable Securities which may be included in the Registration Statement is limited due to 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 Section 612.09 of the Compliance and Disclosure Interpretations) the Company shall use its best efforts to register such maximum portion of the Registrable Securities as permitted by SEC Guidance. Subject to the terms of this Agreement, the Company shall use its best 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 prior to the applicable Effectiveness Date, and shall use 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 have been sold sold, or may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k144, without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, or not required to be registered in reliance upon the exemption in Section 4(a)(1) under the Securities Act, in either case 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 as soon as commercially reasonable notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement within one Trading Day after the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall file a final Prospectus with the Commission as required by Rule 424. Notwithstanding any other provision of this Agreement, 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 the Common Stock purchased by the Purchasers pursuant to the Purchase Agreement. 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) If 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 registering for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days resale all 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 (iii) 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 15 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, or (iv) a Registration Statement filed or required to be filed hereunder Registrable Securities is not declared effective by the Commission on or before by the Effectiveness DateDate of the Registration Statement (unless the sole reason for such non-registration of all or any portion of the Registrable Securities is solely as a result of SEC Guidance under Rule 415 or similar rule which limits the number of Registrable Securities which may be included in a registration statement with respect to the Holders), or (vii) 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 consecutive days but no more than an aggregate of 15 30 calendar days during any 12 12-month period 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 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 Event Date the Company shall pay to each Holder an amount in cash, as 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% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by up to a maximum of 6%, during which such HolderEvent continues uncured. 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 1518% 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. Provided, however, the foregoing liquidated damages shall not accrue or be otherwise charged during any period in which the Holder may sell all Common Stock or Warrant Shares on any given day under Rule 144, or in reliance upon the exemption in Section 4(a)(1) under the Securities Act, or after such Holder has publicly sold its Registrable Securities. Provided, further, no penalty shall accrue under this Section 2(b) in the event that the Company elects to suspend the use of the Prospectus or Registration Statement under Section 3(c)(vi) for up to 30 days in any 365 day period. Notwithstanding the preceding, the Company has the option to pay the liquidated damages in shares of the Company’s Common Stock based upon the closing price on the Event Date.

Registration. (a) On or prior to the 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 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-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder for such purpose) and shall contain (except if otherwise directed by subject to such modification as may be required pursuant to written comments received from the Holdersstaff of the Commission upon a review of such Registration Statement) substantially the “"Plan of Distribution” " attached hereto as Annex A. Subject to the terms of this Agreement, the The Company shall use its reasonable best efforts to cause the 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 its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two years after the date that the Registration Statement is declared effective by the Commission or such earlier date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume or other 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 . It 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 agreed 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 five Trading Days of the date understood that the Company is notified (orally or in writingshall, whichever is earlier) by the Commission that a from time to time, be obligated to file an additional Registration Statement will to cover any Registrable Securities which are not be “reviewed,” or is not subject registered for resale pursuant to further review, or (iii) 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 existing Registration Statement within 15 Trading Days after (e.g., following the receipt of comments by or notice a request from the Commission that such amendment is required in order for a Registration Statement to be declared effectiveHolder, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all whose Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize so registered for resale, that the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive days but no more than an aggregate of 15 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 (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 Holder's 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 liquidated damages and not as a penalty, 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement be registered for any Registrable Securities then held by such Holder. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 15% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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 Eventresale).

Registration. (a) On or prior to The Company and the Filing Date, holders of the Shares agree that if at any time the Company shall prepare and propose to file a registration statement with respect to any of its Common Stock on a form suitable for a secondary offering, it will give notice in writing to such effect to the Commission the Registration Statement covering the resale of all registered holder(s) of the Registrable Securities for an Shares at least thirty (30) days prior to such filing, and, at the written request of any such registered holder, made within ten (10) days after the receipt of such notice, will include therein at the Company's cost and expense (excluding underwriting discounts, and commissions and filing fees attributable to the Shares included therein) such of the Shares as such holder(s) shall request; provided, however, that if the offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if being registered by the Company is not then eligible underwritten and if the representative of the underwriters certifies in writing that the inclusion therein of the Shares would materially and adversely affect the sale of the securities 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 sold by the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this AgreementCompany thereunder, then the Company shall use its best efforts be required to cause include in the Registration Statement offering, only that number of securities, including the Shares, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included 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 best efforts to keep the Registration Statement continuously effective under the Securities Act until the date when apportioned pro rata among 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 selling shareholders according to the Company pursuant total amount of securities entitled to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”be included therein owned by each selling shareholder). (b) If: Whenever the Company in its sole discretion undertakes to effect the registration of any of the Shares, the Company shall, as expeditiously as reasonably possible: (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 Prepare 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 Securities and Exchange Commission (the "Commission") a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within 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 registration statement covering such Shares and use its reasonable to further review, or (iii) prior to the date when cause 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 15 Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement registration statement to be declared effective, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on as expeditiously as possible and to keep such registration effective until the earlier of (A) the date when all Shares covered by the registration statement have been sold or before (B) one hundred eighty (180) days from the Effectiveness Dateeffective date of the registration statement; provided, however, that nothing in this Section 8 shall be construed to prohibit or limit the Company's authority to abandon the registration statement at any time if it determines, in its sole discretion, that to do so would be in the Company's best interest. (ii) Prepare and file with the Commission such amendments and post-effective amendments to such registration statement as may be necessary to keep such registration statement effective during the period referred to in Subsection 8(b)(i) and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement, and cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed with the Commission pursuant to Rule 424 under the Securities Act. (iii) Furnish to the selling holder(s) such numbers of copies of such registration statement, each amendment thereto, the prospectus included in such registration statement (including each preliminary prospectus), each supplement thereto and such other documents as they may reasonably request in order to facilitate the disposition of the Shares owned by them. (iv) Provide a transfer agent and registrar for all such Shares not later than the effective date of such registration statement. (v) after a Registration Statement In the event an underwriter is first declared effective engaged by the CommissionCompany, it ceases enter into such customary agreements (including underwriting agreements in customary form for a primary offering) and take all such other actions as the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Shares (including, without limitations effecting a stock split or a combination of shares). (vi) Make available for inspection by any reason selling holder or any underwriter participating in any disposition pursuant to remain continuously such registration statement and any attorney, accountant or other agent retained by any such selling holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Company which is information that is available to the public, and cause the officers, directors, employees and independent accountants of the Company to supply all publicly available information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. (vii) Promptly notify the selling holder(s) and the underwriters, if any, of the following events and (it' requested by any such person) confirm such notification in writing: (A) the filing of the prospectus or any prospectus supplement and the registration statement and any amendment or post-effective as supplement thereto and, with respect to all Registrable Securities the registration statement or any post-effective amendment thereto, the declaration of the effectiveness of such documents; (B) any requests by the Commission for which it is required amendments or supplements to be effective, the registration statement or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, prospectus or for in any such case 10 consecutive days but no more than an aggregate of 15 days during any 12 month period additional information; (which need not be consecutive Trading Days)(any such failure or breach being referred to as an “Event,” and for purposes of clause (i) or (ivC) the date on which such Event occurs, issuance or for purposes threat of clause (ii) issuance by the date on which such five Trading Day period is exceeded, or for purposes Commission of clause (iii) any stop order suspending the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 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 Event Date the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 2.0% effectiveness of the aggregate purchase price paid by such Holder pursuant to registration statement or the Purchase Agreement initiation of any proceedings for any Registrable Securities then held by such Holderthat purpose; and (yD) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured receipt by such date) until the applicable Event is cured, the Company shall pay of any notification with respect to each Holder an amount the suspension of the qualification of the Shares for sale in cashany jurisdiction or the initiation or threat of initiation of any proceeding for such purposes. (viii) Make every reasonable effort to prevent the entry of any order suspending the effectiveness of the registration statement and obtain at the earliest possible moment the withdrawal of any such order, as liquidated damages if entered, (ix) Cooperate with the selling holder(s) and the underwriters, if any, to facilitate the timely preparation and delivery of certificates representing the Shares to be sold and not as a penalty, 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for bearing any Registrable Securities then held by such Holder. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 15% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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.restrictive

Registration. (a) On or prior to the Filing Date, the 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 Registration Statement required hereunder shall be on Form S-3 SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3SB-2, in which case the Registration such registration shall be 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” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use 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 prior to the applicable Effectiveness Date, and shall use 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 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”). The Company shall immediately notify the Holders of the effectiveness of the Registration Statement on the same day that the Company receives notification of the effectiveness from the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b). (b) If: (i) a Registration Statement is not filed on or prior to the its Filing Date (if the Company files a Registration Statement without affording the Holder Holders 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 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 (iii) prior to the date when such Registration Statement is first declared effective by the Commissionits Effectiveness Date, 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 15 Trading Days 30 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, ; or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the by its Effectiveness Date, ; or (v) after the Effectiveness Date, 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, Securities for in any such case 10 consecutive calendar days but no more than an aggregate of 15 calendar days during any 12 12-month period (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 (iii) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day 30 calendar day period is exceeded, or for purposes 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 in addition to any other rights the Holders may have hereunder or under applicable law: (x) , on each such Event Date the Company shall pay to each Holder an amount in cash, as 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 1.5% of the aggregate purchase price paid by such Holder pursuant to outstanding principal of the Purchase Agreement Notes for any Registrable Securities then held by such HolderHolder for the first 30 days (or part thereof) after the 30th or 90th day, as the case may be, and an additional 1.5% for any subsequent 30-day period (or part thereof), thereafter. 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 1518% 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) 2.1 On or prior to the 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 415415 (or any successor or similar provision adopted by the Commission then in effect). The Each Registration Statement required filed hereunder shall be on Form S-3 (except if the Company or such other appropriate form of registration statement as is not then eligible available to register for resale the effect a registration of Registrable Securities and shall contain a Prospectus in such form as to permit the Holders to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the SEC then in effect) beginning on Form S-3, in which case the effective date for such Registration shall be on another appropriate form in accordance herewith)Statement. The Each Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) substantially the “Plan of Distribution” and “Selling Shareholder” sections attached hereto as Annex A. A and Annex B, respectively; provided, however, that no Holder shall be required to be named as an “underwriter” without such H▇▇▇▇▇’s express prior written consent. Subject to the terms of this Agreement, the Company shall use 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 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 and any restrictive legend is removed to permit the delivery of the securities via the facilities of DTC (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 promptly 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). When effective, a Registration Statement filed pursuant to this Section 2(a) (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading. 2.2 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, 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, Securities Act Rules Compliance and Disclosure Interpretation Question 612.09. 2.3 Notwithstanding any other provision of this Agreement, 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 (band 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 Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Strategic Advisor Warrants and the Strategic Advisor Warrant Shares (applied, in the case that some Shares, Pre-Funded Warrants, Pre-Funded Warrant Shares, Strategic Advisor Warrants and/or Strategic Advisor Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares, Pre-Funded Warrants, Pre-Funded Warrant Shares, Strategic Advisor Warrants and/or 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 H▇▇▇▇▇’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. 2.4 If: (i) a the Initial Registration Statement is not filed on or prior to the its Filing Date (if the Company files a the Initial Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a)) herein, the Company shall not 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 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 (iii) 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 15 Trading Days 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, or (iv) 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, or (v) after the effective date of a Registration Statement, subject to the Company’s right under Section 3(k) of this Agreement, 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 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 (i) or and (iv) ), the date on which such Event occurs, or and for purposes purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, or and for purposes purpose of clause (iii) the date which such 15 Trading Day ten (10) calendar day period is exceeded, or and for purposes 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 Event Date the Company shall pay to each Holder an amount in cash, as 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 (7) days after the date payable, the Company will pay interest thereon at a rate of 1518% 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. 2.5 [Reserved]. 2.6 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.