Common use of Registration Clause in Contracts

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company.

Registration. (a) Each time that the Company proposes for any reason to Register any of its securities, other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor forms, the Company shall promptly give written notice of such proposed Registration to the Holder, which shall offer the Holder the right to request inclusion of any Registrable Securities in the proposed Registration. (b) The Company’s registration obligations Holder shall have 10 days from the receipt of such notice to deliver to the Company a written request specifying the number of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b), the Company shall promptly use its best efforts to cause all such Registrable Securities to be Registered, to the extent required to permit sale or disposition as set forth in this Section 2 including its obligations the written request. (d) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to file be included in the Registration StatementsStatement, obtain effectiveness together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration StatementsStatement shall be reduced, and maintain the continuous effectiveness shares of any Registration Statement that has been declared effective Common Stock shall begin on the date hereof and continue until the earlier be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the date on which the Investor has sold all of the Registrable Securities, Securities and (ii) the date of termination of Other Shares proposed to be registered, pro rata, based on the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted shares of Common Stock the respective holders proposed to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices)include. The shares of Common Stock that are so excluded from the Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have be withheld from the Registration Statement declared effective market by the SEC holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as soon as practicable, but necessary in no event later than order to effect the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Companyunderwritten public offering.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, If and maintain only if the continuous effectiveness of any Registration Statement that has been declared effective (as defined in the Registration Rights Agreement entered into between the Company and the Purchaser as contemplated by the Agreement) is not available for resale of the Warrant Shares, the holder of this Warrant shall begin on have the date hereof and continue until the earlier of (i) the date on which the Investor has sold right to include all of the Warrant Shares (the "Registrable Securities") as part of any registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Forms S-4 or S-8) and must be notified in writing of such filing. The holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include holder's Registrable Securities as part of the registration; PROVIDED, HOWEVER, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the holder of such Registrable Securities, and any other selling stockholders, shall be reduced, such reduction to be applied by excluding (iion a pro rata basis) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may proposed to be sold without any restriction by the holder of this Warrant and shares proposed to be sold by all other persons. Those Registrable Securities which are not included in an underwritten offering pursuant to Rule 144 as determined the foregoing provisions of this Section (and all other Registrable Securities held by the counsel selling stockholders) shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering, and the Holder will sign any agreement to this effect requested by such underwriter. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement without incurring any liability to the holders of Registrable Securities. Notwithstanding the foregoing, if securities are registered by the Company pursuant to a written opinion letter to Section 7.1 of that certain Stock and Warrant Purchase Agreement dated March 20, 1995 between the Company and Chiron Corporation, then Warrant Shares shall be included in such effect, addressed offering and acceptable registration statement only to the Company’s transfer agent (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor extent that inclusion of the maximum number Warrant Shares will not reduce the amount of Registrable Securities as shall be permitted securities owned by Chiron Corporation to be included thereon registered in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Companyoffering.

Registration. (a) The Company’s registration obligations set forth stated in this Section 2 2, including its obligations obligations, as set forth herein, to file Registration Statements, and obtain and maintain effectiveness of the Registration StatementsStatement, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction restrictions pursuant to Rule 144 144, 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 (the “Registration Period”). No Registration Statement shall register any security other than the Registrable Securities. (b) Subject to Within 10 days after the terms and conditions Company consummates a “Fundamental Transaction” (as defined in the Certificate of this AgreementDesignations for the Convertible Preferred), the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial a Registration Statement on Form S-3 (or, if the Company is not ineligible to file on Form S-3, then eligible, on Form S-1) or any successor form thereto covering with respect to Investor’s resale of the resale Registrable Securities, and the Company shall use reasonable best efforts to cause the registration statement to be declared effective by the Investor closing of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices)Fundamental Transaction. The Registration Statement (and any amendment or supplement) shall contain “Selling Stockholders” and “Plan of Distribution” sections, as specified by Investor. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the closing of the Fundamental Transaction (“Initial Effectiveness DeadlineDate”). By 9:30 ama.m., Eastern TimeNew York time, on the Business Trading Day following the date of effectivenessInitial Effectiveness Date, the Company shall file with the SEC SEC, in accordance with Securities Act Rule 424 under the Securities Act (“Rule 424”), the final Prospectus to be used in connection with sales pursuant to such the Registration Statement. Prior to the Before filing of the Registration Statement with the SECStatement, the Company shall furnish a draft of the Registration Statement it to the Investor for their its review and comment. The Investor Company shall furnish include Investor’s reasonable comments on in the Registration Statement to the Company given within 24 48 hours of the receipt thereof from the Company. (c) During the Registration Period, subject to Section 2(d), the Company shall, promptly, (i) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and related Prospectus to be filed pursuant to Rule 424, as may be necessary to keep such Registration Statement effective at all times during the Registration Period, including with respect to changes in the “Selling Stockholders” and “Plan of Distribution” sections, as specified by the Investor; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement) and, as so supplemented or amended, to be filed pursuant to Rule 424; (iii) respond to any comments received from the SEC with respect to the Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Investor true and complete copies of all correspondence from and to the SEC relating to the Registration Statement; and (iv) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in the Registration Statement. In the case of amendments and supplements to the Registration Statement required to be filed pursuant to this Agreement (including pursuant to this Section 2(c)) by reason of the Company’s filing a report on Form 10-K, Form 10-Q, or Form 8-K or any analogous report under the Securities Exchange Act, the Company shall incorporate such report by reference into the Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement the Registration Statement. (d) Beginning 60 days after effectiveness of the Registration Statement, upon the advice of Company counsel in the form of a written opinion, for not more than 20 consecutive days or for a total of not more than 30 days in any 12-month period, the Company may suspend the use of any Prospectus included in the Registration Statement if the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material nonpublic information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (ii) amend or supplement the Registration Statement or Related Prospectus so that the Registration Statement or Prospectus does not include 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 the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided, that the Company shall promptly (x) notify the Investor in writing of the commencement (and the termination) of an Allowed Delay, but shall not (without the prior written consent of the Investor) disclose to the Investor any material nonpublic information giving rise to an Allowed Delay, (y) advise the Investor in writing to cease all sales under such Registration Statement until the end of the Allowed Delay, and (z) use its best efforts to terminate an Allowed Delay as promptly as practicable. (e) For any calendar month or part of a month (“Delay Period”) that the Registration Statement has not been declared effective by the Initial Effectiveness Date, or, subject to Section 2(d), the Registration Statement is not effective or the Prospectus cannot be used or has not been filed pursuant to Rule 424, the Company shall, on the first day of each calendar month following the month in which a Delay Period occurs, pay Investor, as liquidated damages, and not as penalty, an amount equal to the product obtained by multiplying $20,000 by a fraction, the numerator of which shall be the number of days in that Delay Period, and the denominator of which is 30.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations On or prior to each Filing Date, the Company shall prepare and file Registration Statements, obtain effectiveness of Registration Statements, and maintain with the continuous effectiveness of any Commission a Registration Statement that has been declared effective shall begin on covering the date hereof and continue until the earlier resale of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which 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. Each Registration Statement filed hereunder shall be on Form S-1 (except if the Company later becomes eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on such other available form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex 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 a Registration Statement filed under this Agreement (including, without limitation, under Section 4(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without any restriction volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, 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 Transfer Agent and the affected Holders (the “Registration 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. (b) Subject to Notwithstanding the terms and conditions registration obligations set forth in Section 2(a), if the Commission informs the Company that all of this Agreementthe 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 (i) as soon as practicable, but in no case later than agrees to promptly inform each of the Filing Deadline, prepare Holders thereof and use its commercially reasonable efforts to file with one or more amendments to the SEC an initial Initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale as required by the Investor of Commission, covering the maximum number of Registrable Securities as shall be permitted to be included thereon registered by the Commission, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); provided, however, that prior to filing any 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 applicable the SEC rulesGuidance, regulations including without limitation, Compliance and interpretations so 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 permit its Registrable Securities, the resale number of such 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 Shares and Warrant Shares (applied, in the Investor under Rule 415 at then prevailing market prices (case that some Shares and not fixed pricesWarrant Shares already are registered, to the Holders on a pro rata basis based on the total number of unregistered Shares and Warrant Shares held by such Holders). The In the event of a cutback hereunder, the Company shall give each affected Holder at least five (5) Trading Days prior written notice, along with the calculations as to such H▇▇▇▇▇’s pro rata allotment of Registrable Securities to be registered after giving effect to such cutback. In the event the Company amends the Initial Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The in accordance with the foregoing, the Company shall will use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall file with the Commission, as promptly as allowed by the Commission or SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement Guidance provided to the Company within 24 hours 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 receipt thereof from the CompanyInitial Registration Statement, as so amended.

Registration. As soon as possible following the Closing Date (a) The Company’s registration obligations set forth in this Section 2 including its obligations to but not later than the Filing Date), the Company shall prepare and file Registration Statements, obtain effectiveness of Registration Statements, and maintain with the continuous effectiveness of any Commission a “shelf” Registration Statement that has been declared effective shall begin on for the date hereof and continue until the earlier resale of (i) the date on which the Investor has sold all or such maximum portion of the Registrable Securities, Securities as permitted by SEC Guidance (ii) provided that the date Company shall use diligent efforts to advocate with the Commission for the registration of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or if such form is not available to the Company on another form appropriate for such registration in accordance herewith). The Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act not later than ninety (90) days after the Filing Date (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (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 not be subject to further review) and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) with respect to such Holder, such time as all Registrable Securities held by such Holder may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effectletter, addressed and acceptable to the Company’s transfer agent to such effect (the “Registration Effectiveness Period”). (b) Subject to . 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 terms and conditions 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. For purposes of the obligations of the Company under this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or shall be considered “effective” with respect to any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit unless such Registration Statement lists the resale Holders of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain as “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC includes such other information as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus is required to be used in connection disclosed with sales respect to such Holders to permit them to sell their Registrable Securities pursuant to such Registration Statement, unless any such Holder is not included as a “Selling Stockholder” pursuant to Section 3(m). Prior Such Registration Statement also shall cover, to the filing extent allowable under the Securities Act and the Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Notwithstanding the foregoing or any other provision of this Agreement, and subject to the payment of liquidated damages pursuant to Section 7(e), 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 SECCommission 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 furnish a draft number of the Registrable Securities to be registered on such Registration Statement will first be reduced by the Common Stock underlying the Placement Agent Warrants and second by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Investor for their review and comment. The Investor shall furnish comments Holders on a pro rata basis based on the total number of unregistered Warrant 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 shares of Common Stock that are not Registrable Securities and which shall have been included on such Registration Statement shall be reduced by up to the Company within 24 hours of the receipt thereof from the Company100%.

Registration. (a) The Company shall, at its own cost, prepare and, not later than 45 days after (or if the 45th day is not a business day, the first business day thereafter) the date upon which the Company’s registration obligations set forth 's annual report on Form 10-K for the fiscal year ending December 31, 2010 is filed with the Commission (the "10-K Filing Date"), file with the Commission a Registration Statement covering the resale of the Registrable Securities by each Holder. (b) The Registration Statement filed hereunder shall be on an appropriate form as determined by the Board of Directors. Subject to the terms of this Agreement, the Company shall cause a Registration Statement filed hereunder to be declared effective under the Securities Act as promptly as possible after the filing thereof but in this Section 2 including its obligations to file Registration Statements, obtain effectiveness no event later than the one (1) year anniversary of Registration Statementsthe Closing Date, and maintain the continuous effectiveness of any shall use its best efforts to keep such Registration Statement that has been declared continuously effective shall begin on under the date hereof and continue Securities Act until the earlier of of: (i) the date on which all Registrable Securities covered by such Registration Statement may be resold without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the Investor has sold all requirement for the Company to be in compliance with the current public information under Rule 144 or any other rule of the Registrable Securities, similar effect; (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities covered by such Registration Statement have been sold or may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter Prospectus or Rule 144 or any other rule of similar effect; or (iii) as otherwise mutually agreed to such effect, addressed and acceptable to between the Company’s transfer agent parties hereto (the “Registration "Effectiveness Period”"). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the telephonically request effectiveness of a Registration Statement declared effective 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 SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, effectiveness of such Registration Statement on the Business same Trading Day following that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to The Company shall, by 9:30 a.m. New York City time on the filing Trading Day after the effective date of the such Registration Statement Statement, file a final Prospectus with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the CompanyCommission as required by Rule 424.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, and (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration StatementsCompany shall, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) as soon as practicable after the date of termination this Agreement, file with the SEC means one or more registration statements of the Purchase Agreement if as of such termination date Company covering the Investor holds no Registerable Securities and (iii) the date on which all sale of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 defined below) (the “Registration PeriodStatement”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Commitment Shares, Conversion Shares which may, from time to time, be issued to the Buyer under the Notes and Exercise Shares, which may, from time to time, be issued to Buyer under the Warrants (collectively, the “Registrable Securities Securities”) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor Buyer (in any event, no less than the number of shares of Common Stock equal to the Exchange Cap for Buyers’s resale of the Registrable Securities), including but not limited to under Rule 415 under the 1933 Act at then prevailing market prices (and not fixed prices), subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall contain “Selling Stockholders” and “Plan of Distribution” sectionsgive due consideration to all reasonable comments. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following within ninety (90) calendar days from the date hereof (or at the earliest possible date if prior to ninety (90) calendar days from the date hereof), and any amendment to the Registration Statement thereafter declared effective by the SEC at the earliest possible date. The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the 1933 Act and available for the resale by the Buyer of effectivenessall of the Registrable Securities covered thereby at all times until the date on which the Buyer shall have sold all the Registrable Securities covered thereby (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. In the event that (i) the Registration Statement becomes stale after the initial effectiveness of such Registration Statement and (ii) the Buyer still has ownership of any of the Registrable Securities, the Company shall immediately file one or more post-effective amendments to facilitate the SEC’s declaration of effectiveness with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant respect to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until all the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date or on which all of the Registrable Securities have been sold or these may permanently be sold without any restriction restrictions pursuant to Rule 144 144, 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 (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registrable Securities (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 F-3 (or, if the Company is not then eligible, on Form S-1F-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon Required Registration Amount in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, am on the Business Day business day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their its review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company.

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 the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company’s Registration Statement 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 such registration obligations set forth shall be on another appropriate form in accordance herewith). Not less than ten business days prior to filing of the Registration Statement, the Company shall provide each Holder with a copy of the Registration Statement proposed to be filed and shall consider all appropriate comments that are timely provided by such Holder with respect to the Registration Statement. Subject to the terms of this Section 2 including Agreement, the Company shall use its obligations commercially reasonable best efforts to file cause the Registration StatementsStatement to be declared effective under the Securities Act as promptly as possible after the filing thereof, obtain effectiveness of Registration Statementsbut in any event prior to the Effectiveness Date, and maintain shall use its commercially reasonable best efforts to keep the continuous effectiveness of any Registration Statement that has been declared continuously effective shall begin on under the date hereof and continue Securities Act until the earlier of (i) all Registrable Securities covered by the Registration Statement have been sold or (ii) subject to the next successive sentence, (A) Hercules, together with any of its affiliates, owns less than 10% of the issued and outstanding Common Stock and (B) the Registrable Securities may be sold free of any restrictions under Rule 144 (the “Effectiveness Period”). Upon the Registration Statement ceasing to be effective in connection with clause (ii) 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. (b) The Company shall notify the Holders via facsimile or electronic mail of the effectiveness of the 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 Effective Date, file a Form 424(b)(5) with the Commission. (c) If (i) the Registration Statement is not filed on or prior to the Filing Date, or (ii) the Registration Statement covering the Registrable Shares ceases to be effective or usable at any time during the Effectiveness Period (without being succeeded on the same date immediately by a post-effective amendment or supplement to the Registration Statement that cures such failure and that is itself, in the case of a post-effective amendment, declared effective within ten Trading Days of filing with the Commission) or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities for 20 consecutive Trading Days or in any individual case an aggregate of 30 Trading Days during any twelve-month period (which need not be consecutive Trading Days) (any of the foregoing being a “Registration Default” and for purposes of clause (i) the date on which the Investor has sold all such Registration Default occurs, or for purposes of the Registrable Securities, clause (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold such 20 or may be sold without any restriction pursuant to Rule 144 30 Trading Day period, as determined by the counsel to the Company pursuant to applicable, is exceeded, each being a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent (the “Registration PeriodDefault Date”). (b) Subject then, subject to the terms and conditions of this AgreementSection 3, the Company shall pay to each Holder an amount in cash, as liquidated damages and not a penalty (i“Liquidated Damages”) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor equal to 1% of the maximum number sum of: (A) the Converted Term Loan C Debt Amount which was converted into Common Stock pursuant to Section 2.10 of Registrable Securities as shall be permitted the A/R Loan Agreement, plus (B) any interest paid through the issuance of Shares pursuant to be included thereon in accordance with applicable SEC rulesSection 2.4 and Section 2.5(a)(iv) of the A/R Loan Agreement, regulations to which the Registration Default relates per month of time between the Registration Default Date and interpretations so as to permit the resale of date such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices)Registration Default is cured, prorated for any period less than one month. The foregoing represents the sole monetary remedy to any Holder in connection with any Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sectionsDefault. The Company shall use its best efforts 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 subsequent month within seven calendar days after the end of such month. If the Company fails to have 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 8% 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. A Registration Default under clause (i) above shall be cured on the date that the Registration Statement is filed with the SEC and a Registration Default under clause (ii) 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 soon as practicable, but in to any Registrable Security from and after the earlier of (A) the date such security is no event later than longer a Registrable Security and (B) expiration of the Effectiveness Deadline. By 9:30 am, Eastern Time, on Period. (d) The Company shall not be liable for any Liquidated Damages under Section 2(c) if the Business Day following Holders are not permitted to utilize the date of effectiveness, Prospectus because the Company shall file with is negotiating a merger, consolidation, acquisition or sale of all or substantially all of its assets or a similar transaction which, in the SEC in accordance with Rule 424 under good faith judgment of the Securities Act Board of Directors, requires the final Prospectus Registration Statement to be used amended to include information in connection with sales pursuant 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 the Registration Statement to be amended to include such Registration Statement. Prior other material non-public information and such information is not yet publicly disclosable, for an aggregate of 30 consecutive days. (e) Each Holder agrees to furnish to the Company (i) a completed selling stockholder questionnaire not more than ten Trading Days before the filing of the Registration Statement with the SEC, and (ii) such other information the Company reasonably requires to prepare the Registration Statement. Each Holder further agrees that it shall furnish not be entitled to be named as a draft selling stockholder in the Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any 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(e) will be used by the Company in the preparation of the Registration Statement and hereby consents to the Investor for their review and comment. The Investor shall furnish comments on inclusion of such information in the Registration Statement to the Company within 24 hours of the receipt thereof from the CompanyStatement.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 F-3 (or, if the Company is not then eligible, on Form S-1F-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration StatementsCompany shall, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than March 31, 2016 (the Effectiveness “Filing Deadline”), prepare and file with the SEC a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. By 9:30 amSuch Registration Statement shall be on Form F-3 (or, Eastern Timeif Form F-3 is not then available to the Company, on such form of Registration Statement as is then available to effect a registration for resale of the Registrable Securities). The Company shall use its best efforts (i) to cause such Registration Statement to be declared effective by the SEC under the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof, and shall respond to any comments received from the SEC within ten (10) Business Day following Days, and (ii) to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date on which all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 (the “Effective Period”). Such Registration Statement shall not include any Ordinary Shares or other securities for the account of effectivenessany other holder without the prior written consent of Investor. Notwithstanding the registration obligations set forth in this Section 8.16, if the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 under the Securities Act, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each Holder and use its best efforts to file amendments to the Registration Statement as required by the SEC and/or (ii) withdraw the Registration Statement and file a new Registration Statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form F-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its best efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the SEC’s staff (“Commission Guidance”). In the event the Company amends the Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its best efforts to file with the SEC, as promptly as allowed by the SEC or Commission Guidance, one or more Registration Statements on Form F-3 or such other forms available to register for resale those Registrable Securities that were not registered for resale on the Registration Statement, as amended, or the New Registration Statement (the “Additional Registration Statements”). For purposes of this Agreement, the filing deadline of a New Registration Statement and an Additional Registration Statement shall be the tenth (10th) day after the date that the Company is allowed to file such New Registration Statement or Additional Registration Statement, as applicable, by the SEC or Commission Guidance. (b) Subject to the requirements of Section 8.16(a) regarding the Filing Deadline, whenever required to effect the registration of any Registrable Securities under this Agreement, the Company shall, as expeditiously as possible: (i) prepare and file with the SEC in accordance a Registration Statement with Rule 424 under respect to such Registrable Securities and use its best efforts to cause a Registration Statement that registers such Registrable Securities to become effective, and keep such Registration Statement effective until all of the Registrable Securities Act have been disposed of; (ii) prepare and file with the final SEC such amendments and supplements to such Registration Statement and the Prospectus to be used in connection with sales pursuant such Registration Statement as may be necessary to keep the Registration Statement effective for the Effective Period and to comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities covered by such Registration Statement; (iii) furnish to each Holder a Prospectus (which requirement may be fulfilled by the public filing of such Prospectus on ▇▇▇▇▇, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by it that are included in such registration; (iv) notify each Holder and its counsel in writing (i) of the receipt by the Company of any notification with respect to any comments by the SEC with respect to such Registration Statement. Prior Statement or Prospectus or any amendment or supplement thereto or any request by the SEC for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Company of any notification with respect to the filing issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or Prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose, (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes, and (iv) of the existence of any fact or the happening of any event that causes the Company to become an “ineligible issuer,” as defined in Rule 405; (v) use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of the Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment; (vi) use its best efforts to register and qualify the securities covered by such Registration Statement under such other securities Laws of such jurisdictions as shall be reasonably requested by the Investor; (vii) immediately notify each Holder, at any time prior to the end of the Effective Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to each Holder a supplement to or an amendment of such Prospectus as may be necessary so that such Prospectus shall not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (viii) use its best efforts to list such Registrable Securities on each securities exchange on which the Ordinary Shares (including American depositary shares representing the Ordinary Shares) are then listed; and (ix) cooperate with each Holder and the Depositary to facilitate the timely delivery of ADSs (in book entry or certificated form) to be delivered to a transferee pursuant to a Registration Statement, which ADSs shall be free of all restrictive legends. In connection therewith, if required by the Company’s agent which maintains the register of members of Ordinary Shares or the Depositary, the Company shall promptly after the effectiveness of the Registration Statement with cause an opinion of legal counsel as to the SEC, the Company shall furnish a draft effectiveness of the Registration Statement to be delivered to such agent or the Depositary, together with any other authorizations, certificates and directions requested by such agent or the Depositary, which authorize and direct such agent or the Depositary to issue such Registrable Securities without legend upon sale by the Investor for their review and comment. The Investor shall furnish comments on under the Registration Statement to Statement. (c) The Company understands that each Holder disclaims being an underwriter, but in the event any Holder is deemed an underwriter, the Company within 24 hours shall not be relieved of the receipt thereof from the Companyany obligations it has hereunder.

Registration. As soon as possible following the Closing Date (a) The Company’s registration obligations set forth in this Section 2 including its obligations to but not later than the Filing Deadline), the Company shall prepare and file Registration Statements, obtain effectiveness of Registration Statements, and maintain with the continuous effectiveness of any Commission a “shelf” Registration Statement that has been covering all Registrable Securities for a secondary or resale offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or if such form is not available to the Company on another form appropriate for such registration in accordance herewith). The Company shall use its best efforts to cause the Registration Statement to be declared effective shall begin on under the Securities Act not later than one hundred (100) days after the Closing Date (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date hereof that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or not be subject to further review) and continue to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (ix) the date on which the Investor has when all Registrable Securities covered by such Registration Statement have been sold all of the Registrable Securities, or (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iiiy) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effectletter, addressed and acceptable to the Company’s transfer agent to such effect (the “Registration Effectiveness Period”). (b) Subject to . Upon the terms initial filing thereof and conditions upon the filing of this Agreementany pre-effective amendment thereto, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” cover all of the Shares and “Plan 115% of Distribution” sectionsthe shares of Common Stock for issuance upon the exercise of the Warrants. The If the Commission informs the Company shall use its best efforts to have that it will not allow the Registration Statement declared effective by to cover at least 115% of the SEC as soon as practicableshares of Common Stock for issuance upon the exercise of the Warrants, but in no event later than then the Effectiveness DeadlineRegistration Statement shall cover the highest percentage of such Common Stock that the Commission will allow. By 9:30 amSuch Registration Statement also shall cover, Eastern Time, on to the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 extent allowable under the Securities Act and the final Prospectus to be used in connection Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with sales pursuant to such Registration Statement. Prior respect to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the CompanyRegistrable Securities.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor no longer holds no Registerable Securities and (iii) the date on which all of the any Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) S-1 or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). Such Registration Statement shall also cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, practicable but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, am on the Business Day business day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 48 hours of the receipt thereof from the Company.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until all the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, Securities and (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 or F-3 (or, if the Company is not then eligible, on Form S-1S-1 or Form F-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon Required Registration Amount in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, am on the Business Day business day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company.

Registration. (ai) The Company’s Company shall prepare and file or cause to be prepared and filed with the Commission, no later than sixty (60) days following the Issue Date (the “Filing Deadline”), a registration obligations set forth in this Section 2 including its obligations statement for an offering to file be made on a continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by the Holder of all Registrable Securities held by the Holder (the “Resale Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Statement”). The Resale Registration Statement that has been shall be on Form F-3 or, if the use of Form F-3 is not then available to the Company, on Form F-1 or such other appropriate form permitting registration of such Registrable Securities for resale by the Holder. The Company shall use reasonable best efforts to cause the Resale Registration Statement to be declared effective as soon as possible after filing, but in no event shall begin on the date hereof and continue until Resale Registration Statement be declared effective later than the earlier of (i) sixty (60) days following the date on which the Investor has sold all of the Registrable Securities, Filing Deadline or (ii) ten (10) Business Days after the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to Rule 144 as determined by the counsel to Commission notifies the Company pursuant to a written opinion letter to such effectthat it will not review the Resale Shelf Registration Statement, addressed and acceptable to the Company’s transfer agent if applicable (the “Registration PeriodEffectiveness Deadline”). ; provided, that the Effectiveness Deadline shall be extended by no more than ninety (b90) Subject to days after the terms Filing Deadline if the Registration Statement is reviewed by, and conditions of this Agreementreceives comments from, the Commission. Once effective, the Company shall keep the Resale Registration Statement continuously effective and supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, to ensure that another registration statement is available, under the Securities Act at all times until such date as all Registrable Securities covered by the Resale Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or such securities have been withdrawn (ithe “Effectiveness Period”). The Resale Registration Statement shall contain a prospectus in such form as to permit the Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement, and shall provide that such Registrable Securities may be sold pursuant to any method or combination of methods legally available to, and requested by, the Holder. (ii) The Company shall notify the Holder in writing of the effectiveness of the Resale Registration Statement as soon as practicable, but and in no case later than any event within one (1) Business Day after the Filing DeadlineResale Registration Statement becomes effective, and shall furnish to Holder, without charge, such number of copies of the Resale Registration Statement (including any amendments, supplements and exhibits), the prospectus contained therein (including each preliminary prospectus and all related amendments and supplements) and any documents incorporated by reference in the Resale Shelf Registration Statement or such other documents as the Holder may reasonably request in order to facilitate the sale of the Registrable Securities in the manner described in the Resale Registration Statement. (iii) Subject to the provisions of Section 4(a)(i) above, the Company shall promptly prepare and file with the SEC an initial Commission from time to time such amendments and supplements to (or replacements of) the Resale Registration Statement and prospectus used in connection therewith as may be necessary to keep the Resale Registration Statement (or replacements thereof) effective and to comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Securities during the Effectiveness Period. If any Resale Registration Statement filed pursuant to Section 4(a)(i) is filed on Form S-3 (or, if F-3 and thereafter the Company is not then eligiblebecomes ineligible to use such registration statement for secondary sales, the Company shall promptly notify the Holder of such ineligibility and shall file a shelf registration on Form S-1F-1 or other appropriate form as promptly as practicable (but no later than 14 calendar days after becoming ineligible to use Form F-3) or any successor form thereto covering to replace the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Resale Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the such replacement Resale Registration Statement declared effective as promptly as practicable and shall cause such replacement Resale Registration Statement to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Resale Shelf Registration Statement is available or, if not available, that another Resale Registration Statement is available, for the resale of all the Registrable Securities held by the SEC as soon as practicableHolder until all such Registrable Securities have been sold; provided, but in no event later than however, that at any time the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectivenessCompany once again becomes eligible to use Form F-3, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to cause such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the replacement Resale Registration Statement to be amended, or shall file a new replacement Resale Registration Statement, such that the Investor for their review and comment. The Investor shall furnish comments on the Resale Registration Statement to is once again on Form F-3. (iv) The Company represents and warrants that there are sufficient ADRs registered on a registration statement on Form F-6 and available for issuance in respect of all Warrant ADSs issuable hereunder, and the Company within 24 hours covenants that it will cause a sufficient number of the receipt thereof from ADRs to remain registered on a registration statement on Form F-6 and available for issuance to satisfy the Company’s obligations hereunder at all times that this Warrant is outstanding.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has have been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may permanently be sold without any restriction restrictions pursuant to Rule 144 144, 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 “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicableshall, but in no case later than on or prior to the Filing Deadline, prepare and file with the SEC an initial a Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of Registrable Securities. Each Registration Statement prepared pursuant hereto shall register for resale at least the maximum number of Registrable Securities shares of Common Stock equal to the Required Registration Amount as shall be permitted to be included thereon in accordance of date the Registration Statement is initially filed with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices)SEC. The Each Registration Statement shall contain the “Selling Stockholders” and “Plan of Distribution” sections. sections in substantially the form attached hereto as Exhibit A and contain all the required disclosures set forth on Exhibit B. The Company shall use its best efforts to have the each Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, am on the Business Day business day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities 1933 Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 twenty-four (24) hours of the receipt thereof from the Company.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until all the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, Securities and (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) F-1 or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling StockholdersShareholders” and “Plan of Distribution” sections. The Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, am on the Business Day business day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their its review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if (in accordance with Article IX thereof) if, as of such termination date date, the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectivenesseffectiveness of the Registration Statement, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations 6.1 In the event the Company elects to file a registration statement (the "Registration StatementsStatement") with the Securities and Exchange Commission (the "SEC") (other than a registration statement on Form S-8 or Form S-4), obtain effectiveness the Company may, in its absolute discretion, register all or any of the Warrant Shares (the "Registrable Securities") in the Registration StatementsStatement. 6.2 If the Company elects to register the Registrable Securities, the Company will furnish the Finder with written notice as soon as practicable but in no event less than ten (10) business days prior to the proposed filing date of the Registration Statement (the "Registration Notice"). The Finder will exercise the right provided for herein by providing written notice to the Company within five (5) business days of receipt of the Registration Notice (the "Rights Notice"). Upon receipt of the Rights Notice, the Company may include and register the Registrable Securities in the Registration Statement. 6.3 To register the Registrable Securities, the Finder must furnish to the Company such information regarding itself, the Registrable Securities to be sold by the Finder, and maintain the continuous effectiveness intended method of any Registration Statement that has been declared effective disposition of such securities as shall begin on be required to effect the date hereof and continue until the earlier of (i) the date on which the Investor has sold all registration of the Registrable Securities. 6.4 If the Company receives a comment from the SEC which effectively results in the Company having to reduce the number of Registrable Shares included on such Registration Statement, the Finder acknowledges that the Company may, in its sole discretion, reduce the number of Registrable Shares to be included in such Registration Statement. 6.5 In the event the Registrable Shares are included in the Registration Statement, then: (a) To the extent permitted by law, the Company will indemnify, defend, and hold harmless the Finder, the members, managers, officers, directors and agents of the Finder against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the 1933 Act or any similar federal statute, and the rules and regulations of the SEC thereunder, as shall be in effect at the time, the Securities Exchange Act of 1934 as amended (the "1934 Act"), or any similar federal statute, and the rules and regulations of the SEC thereunder, as shall be in effect at the time, or other federal, provincial and state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions, or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the date of termination of omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and statements therein not misleading, or (iii) any violation or alleged violation by the date on which all Company of the Registrable Securities have been sold 1933 Act, the 1934 Act, any state or may provincial securities law or any rule or regulation promulgated under the 1933 Act, the 1934 Act, or any state or provincial securities law; provided, however, that the indemnity agreement contained in this section shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company, which consent shall not be sold without unreasonably withheld, nor shall the Company be liable in any restriction pursuant such case for any such loss, claim, damage, liability, or action to Rule 144 as determined the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent (the “Registration Period”)Finder. (b) Subject to To the terms and conditions of this Agreementextent permitted by law, the Company shall Finder will indemnify, defend and hold harmless the Company, its officers, directors and agents against any losses, claims, damages or liabilities (ijoint or several) to which they may become subject under the 1933 Act, the 1934 Act, or other federal, provincial and state law, insofar as soon such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any Violation that occurs as practicable, but in no case later than a result of the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale Company’s reliance upon information furnished by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall Finder for use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales a registration effected pursuant to this Agreement; provided, however, that the indemnity agreement contained in this subsection (b) shall not apply to amounts paid in settlement of any such Registration Statement. Prior loss, claim, damage, liability, or action if such settlement is effected without the consent of the Finder, which consent shall not be unreasonably withheld, nor shall the Finder be liable in any such case for any such loss, claim, damage, liability, or action to the filing extent that it arises out of the Registration Statement or is based upon a Violation that occurs in reliance upon and in conformity with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor written information furnished expressly for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from use in connection with such registration by the Company. (c) Promptly after receipt by a party entitled to be indemnified under this section (the "Indemnitee") of notice of the commencement of any action (including any governmental action), the Indemnitee will, if a claim in respect thereof is to be made against the party obligated to indemnify the Indemnitee under this section (the "Indemnitor"), deliver to the Indemnitor a written notice of the commencement thereof and the Indemnitor shall have the right to participate in, and to the extent the Indemnitor so desires, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that the Indemnitee shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action, if prejudicial to the Indemnitor's ability to defend such action, shall relieve the Indemnitor of any liability to the Indemnitee under this section, but the omission so to deliver written notice to the Indemnitor will not relieve it of any liability that it may have to the Indemnitee otherwise than under this section.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Period”). The parties to this Agreement agree and confirm that as of the date hereof a portion of the Registrable Securities has already been registered by the Company pursuant to the Effective Registration Statement. (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on Promptly following the date hereof hereof, the Seller and continue until the earlier Company shall cooperate to prepare and file with the SEC a registration statement, including all exhibits and financial statements required to be filed therewith, to effect the registration and sale of at least three million (i3,000,000) Additional Shares, with the date on which exact number of Additional Shares to be sold to be as many Additional Shares as the Investor has sold all of the Registrable Securities, Underwriters (iias hereinafter defined) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or advise may be sold without any restriction pursuant therein (the "Secondary Sale"), and to Rule 144 cause such registration statement to become effective under the Securities Act of 1933, as determined by amended (the counsel "Securities Act") as expeditiously as possible following the date hereof. The Company and the Seller hereby agree to use commercially reasonable efforts to complete the Company pursuant to a written opinion letter to such effectSecondary Sale as promptly as reasonably practicable on commercially reasonable terms, addressed and mutually acceptable to the Company’s transfer agent (parties, in order to sell as many Additional Shares as the “Registration Period”). (bUnderwriters advise may be sold therein. The registration of Additional Shares contemplated by this Section 6.01(a) Subject shall be conducted pursuant to the terms and conditions of this the Registration Rights Agreement by and between the Seller and the Company dated as of September 1, 1998 (the "Registration Rights Agreement"), including, without limitation, Section 1.05 thereof; provided, however, that (i) the engagement of the Underwriters shall be determined pursuant to Section 6.03(b); (ii) payment of expenses incurred in connection with the Secondary Sale shall be determined pursuant to Section 6.03(c); (iii) the registration of Additional Shares contemplated herein shall be considered a registration pursuant to Section 1.02 of the Registration Rights Agreement, and Section 1.02 of the Registration Rights Agreement shall otherwise apply to the registration of Additional Shares contemplated herein; except that, notwithstanding the foregoing, in the event the Secondary Sale is not effected, other than as a result of a breach of this Section 6.03 by the Seller Group, then the registration of Additional Shares contemplated herein shall not be considered a registration pursuant to Section 1.02 of the Registration Rights Agreement; and (iv) the Company shall (i) as soon as practicable, but not sell securities for its own account in no case later the registration of Additional Shares contemplated herein and shall not permit the sale of any securities other than the Filing DeadlineAdditional Shares in such registration. (b) Seller's Parent shall engage the following lead managing underwriters for the Secondary Sale: CIBC ▇▇▇▇▇▇▇▇▇▇▇ Corp., prepare ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co., Incorporated and file one other underwriter reasonably acceptable to the Company (collectively, the "Underwriters"). (c) Except for all underwriters' discounts, fees and commissions related to the Secondary Sale, which shall be borne exclusively by the Seller, all reasonable out-of-pocket registration, qualification, legal, printers', extraordinary accounting and other reasonable, out-of-pocket fees and expenses required to be disclosed in connection with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale Secondary Sale by the Investor Item 511 of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 Regulation S-K under the Securities Act ("Expenses"), up to an aggregate of U.S. $650,000 of Expenses, shall be borne by the final Prospectus Company; and any Expenses incurred in excess of such U.S. $650,000 amount shall be borne equally by the Company and the Seller. (d) In the event that, prior to the consummation of the Secondary Sale, the Board shall receive an unsolicited bona fide, written offer to acquire all of the outstanding shares of Common Stock at a price, to be used paid in connection with sales pursuant to such Registration Statement. Prior to the filing cash, in excess of the Registration Statement with then current market price of the SECCommon Stock, the Company Seller Group shall furnish have the right to postpone the Secondary Sale for a draft period of ten (10) business days in order to give the Registration Statement Board an opportunity to the Investor for their review and commentevaluate such offer. The Investor In the event the Board approves such offer, the Seller Group shall furnish comments on have the Registration Statement right to terminate the Company within 24 hours of the receipt thereof from the CompanySecondary Sale.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am4:00 pm, Eastern Time, on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company.

Registration. The Company agrees that it will use its commercially reasonable efforts to file with the Securities and Exchange Commission (athe “Commission”) The (at the Company’s sole cost and expense), within thirty (30) calendar days after the Business Combination Closing (the “Filing Date”), a registration obligations set forth in this Section 2 including statement (the “Forward Registration Statement”) registering the resale of the Forward Purchase Securities (the “Registrable Securities”), and the Company shall use its commercially reasonable efforts to have the Forward Registration Statement declared effective as soon as practicable after the filing thereof (the “Effectiveness Deadline”); provided, however, that the Company’s obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain include the continuous effectiveness of any Registrable Securities in the Forward Registration Statement that has been declared effective are contingent upon the Subscriber furnishing in writing to the Company such information regarding the Subscriber, the Forward Purchase Securities of the Company held by the Subscriber and the intended method of disposition of the Registrable Securities as shall begin on be reasonably requested by the date hereof and continue until Company to effect the earlier of (i) the date on which the Investor has sold all registration of the Registrable Securities, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling shareholder in similar situations; provided further, that the Effectiveness Deadline shall be extended to ninety (ii90) calendar days after the date of termination of Filing Date if the Purchase Agreement Forward Registration Statement is reviewed by, and comments thereto are provided from, the Commission (provided, that if as of such termination date day falls on a Saturday, Sunday or other day that the Investor holds no Registerable Securities and (iii) Commission is closed for business, the date Effectiveness Deadline shall be extended to the next Business Day on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to Rule 144 as determined by Commission is open for business). Notwithstanding the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (orforegoing, if the Company is not then eligiblenotified (orally or in writing, on Form S-1whichever is earlier) or any successor form thereto covering the resale by the Investor of Commission that the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Forward Registration Statement shall contain will not be “Selling Stockholdersreviewed” and “Plan of Distribution” sections. The or subject to further review, the Company shall use its best commercially reasonable efforts to have the Forward Registration Statement declared effective within ten (10) Business Days of receipt of such notice. Notwithstanding anything to the contrary contained herein, (i) no registration shall be effected or permitted and no Forward Registration Statement shall become effective, with respect to any Registrable Securities held by the SEC Subscriber or any person or entity to whom the Subscriber is permitted to Transfer (as defined below) such Registrable Securities prior to the expiration of the Forward Purchase Lock-up Period (as defined below) (a “Permitted Transferee”), until after the expiration of the Forward Purchase Lock-up Period. The Company may delay or postpone filing of such Forward Registration Statement, and from time to time require the Subscriber not to sell under the Forward Registration Statement or suspend the use or effectiveness thereof if it determines that in order for the Forward Registration Statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that could materially adversely affect the Company; provided, that, (w) the Company shall not so delay filing or so suspend the use of the Forward Registration Statement for a period of more than ninety (90) consecutive days or more than a total of one hundred twenty (120) calendar days, in each case in any three hundred sixty (360) day period and (x) the Company shall use commercially reasonable efforts to make the Forward Registration Statement available for the sale of the Forward Purchase Securities by the undersigned as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Companypracticable thereafter.

Registration. Parent shall use its commercially reasonable best efforts to prepare and file with the Securities and Exchange Commission (a"SEC") The Company’s a registration statement on Form S-3 (the "Registration Statement") covering the resale of the Registrable Securities as soon as reasonably practicable but in any event within thirty (30) days following the Effective Time; provided, however, that each Holder shall provide all such information and materials and take all such action as may be reasonably required in order to permit Parent to comply with all applicable requirements of the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and of the SEC, and to obtain any desired acceleration of the effective date of such registration statement, such provision of information and materials to be a condition precedent to the obligations set forth in of Parent pursuant to this Agreement. Parent shall not be required to effect more than one (1) registration pursuant to this Section 2 including 1.4. The offerings made pursuant to such registration shall not be underwritten. Parent shall use its obligations commercially reasonable best efforts to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any have such Registration Statement that has been declared effective as soon as practicable following the Effective Time. The Holders shall begin on furnish such information as Parent may reasonably request in connection with the date hereof and continue preparation of the Registration Statement. Upon registration of the Registrable Securities with the SEC in accordance with this Agreement, the Registrable Securities may be sold in accordance with the Registration Statement under the 1933 Act. Parent shall use its reasonable efforts to cause such Registration Statement to remain effective until the earlier of (i) the date on which all Registrable Securities covered by the Investor has Registration Statement have been sold all of to the Registrable Securitiespublic pursuant to the Registration Statement, (ii) the date of termination of the Purchase Agreement if such time as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or covered by the Registration Statement may be sold without any restriction pursuant to Rule 144 as determined by within a three-month period, or (iii) two (2) years after the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent (the “Registration Period”)Closing Date. (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial SEC, no later than one hundred fifty (150) days after the date hereof a Registration Statement on Form S-3 S-1 (oror such other appropriate form) covering no less than the number of shares of Common Stock constituting one-third of the Company’s public float. Such Registration Statement shall state that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from stock splits, or stock dividends. If at any time the number of shares issued or issuable pursuant to the Purchase Agreement exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within ten (10) business days after receipt of written notice from the Investor, file with the SEC an additional Registration Statement to register the number of additional shares of Common Stock that exceed the aggregate number of shares of Common Stock already registered; provided, however that the Company shall not be obligated to register any additional securities if in the opinion of counsel for the Company such registration will likely be characterized as an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 . Notwithstanding the foregoing, if the Company is advised by its counsel or the staff of the SEC (the “Staff”) that the Staff seeks to or likely will characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not then eligible, on Form S-1) or any successor form thereto covering the resale permit such Registration Statement to become effective and be used for resales by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor on a delayed or continuous basis under Rule 415 at then then-prevailing market prices (and not fixed pricesprices)(or as otherwise may be acceptable to the Investor), because of the number of shares sought to be included in the Registration Statement, then the Company may reduce (an “SEC Share Reduction”) the number of shares covered by such Registration Statement to the maximum number which would still, upon the advice of counsel, enable the Staff and the SEC to allow the Company to conduct such offering in accordance with the provisions of Rule 415 and to permit such Registration Statement to become effective and be used as aforesaid. The In the event of an SEC Share Reduction, (i) the inclusion of at least twenty five percent (25%) of the aggregate of the Commitment Shares and the Fee Shares in such initial Registration Statement shall contain take precedence over any Put Shares and shall not be cut back or removed from such Registration Statement until any Put Shares are cut back and removed from such Registration Statement. (b) Notwithstanding the foregoing, the Company may delay the initial registration of Registrable Securities pursuant to Section 2(a) hereof for the time periods described in this Section 2(b) hereof to the extent reasonably necessary due to the occurrence of any of the following (each an “Selling StockholdersAllowed Extension” and “Plan of Distribution” sections. ): (i) The Company shall use have previously entered into an agreement or letter of intent contemplating an underwritten public offering on a firm commitment basis of Common Stock or securities convertible into or exchangeable for Common Stock and the managing underwriter of such proposed public offering advises the Company in writing that in its best efforts opinion such proposed underwritten offering would be materially and adversely affected by a concurrent registered offering of Registrable Securities (such opinion to have state the Registration Statement declared effective by reasons therefore); (ii) During the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectivenesstwo (2) month period immediately preceding such request, the Company shall file with have entered into an agreement or letter of intent, which has not expired or otherwise terminated, contemplating a material business acquisition by the SEC Company or its subsidiaries whether by way of merger, consolidation, acquisition of assets, acquisition of securities or otherwise; (iii) The Company is in accordance with Rule 424 under possession of material nonpublic information that the Securities Act the final Prospectus Company would be required to be used disclose in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with and that is not, but for the SECregistration, otherwise required to be disclosed at the time of such registration, the disclosure of which, in its good faith judgment, would have a material adverse effect on the business, operations, prospects or competitive position of the Company; (iv) The Company shall receive the written opinion of the managing underwriter of the underwritten public offering pursuant to which Common Stock has been registered within the three (3) month period prior to the receipt of a registration request that the registration of additional Common Stock will materially and adversely affect the market for the Common Stock (such opinion to state the reasons therefore); or (v) At the time of receipt of a registration request, the Company shall furnish is engaged, or its board of directors has adopted by resolution a draft plan to engage, in any program for the purchase of Common Stock or securities convertible into or exchangeable for Common Stock and, in the opinion of counsel, reasonably satisfactory to the Investor, the distribution of the Registration Statement Common Stock to be registered would cause such purchase to be in violation of Regulation M promulgated under the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the CompanyExchange Act.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until all the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, Securities and (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) F-1 or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon Required Registration Amount in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, am on the Business Day business day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their its review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until all the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, Securities and (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 F-3 (or, if the Company is not then eligible, on Form S-1F-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Each Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, am on the Business Day business day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities 1933 Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company.

Registration. As soon as possible following the Closing Date (a) The Company’s registration obligations set forth in this Section 2 including its obligations to but not later than the Filing Date), the Company shall prepare and file Registration Statements, obtain effectiveness of Registration Statements, and maintain with the continuous effectiveness of any Commission a “shelf” Registration Statement that has been covering all Registrable Securities for a secondary or resale offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or if such form is not available to the Company on another form appropriate for such registration in accordance herewith). The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective shall begin on under the Securities Act not later than sixty (60) days after the Filing Date (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date hereof that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or not be subject to further review) and continue to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (ix) the date on which the Investor has sold when all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities covered by such Registration Statement have been sold or (y) with respect to such Holder, such time as all Registrable Securities held by such Holder may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effectletter, addressed and acceptable to the Company’s transfer agent to such effect (the “Registration Effectiveness Period”). (b) Subject to . For purposes of the terms and conditions obligations of the Company under this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or shall be considered “effective” with respect to any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit unless such Registration Statement lists the resale Holders of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain as “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC includes such other information as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus is required to be used in connection disclosed with sales respect to such Holders to permit them to sell their Registrable Securities pursuant to such Registration Statement, unless any such Holder is not included as a “Selling Stockholder” pursuant to Section 3(m). Prior Such Registration Statement also shall cover, to the filing extent allowable under the Securities Act and the Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of the Registration Statement additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with the SEC, the Company shall furnish a draft of the Registration Statement respect to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the CompanyRegistrable Securities.

Registration. If, at any time after the Closing Date, Veridium proposes to register any of its securities under the Securities Act, it will include in the Registration Statement, the shares of Common Stock (athe "Remainder Shares") (i) issuable to the Lenders under Section 3 of this Agreement, (ii) the Collateral and the shares of Common Stock issuable under the Warrants previously issued to the Lenders, FCIM Corp. and Vestcom as contemplated by the Registration Rights Agreement, (iii) the shares underlying the warrants issuable under Sections 8 and 17 and (iv) any other shares of Common Stock issuable under this Agreement other than the Debenture Shares (as hereinafter defined). Veridium shall register the Registrable Securities (as hereinafter defined) with the shares to be registered by Veridium and purchased by the Laurus Fund (the "Laurus Shares"). The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain Statement shall also include the continuous effectiveness shares issuable upon conversion of any unpaid principal and interest under the Debentures (the "Debenture Shares") in the event of default under the Debenture (the Remainder Shares and the Debenture Shares shall be referred to collectively as the "Registrable Securities"). So long as Veridium is not in default under the Transaction Documents, the Required Filing Date (as defined in the Registration Rights Agreement) and the Required Effective Date (as defined in the Registration Rights Agreement) with respect to the Registrable Shares shall be 45 and 145 days after the Closing Date, respectively. Veridium covenants to keep the Registration Statement that has been declared effective shall begin on at all times during the date hereof and continue period continuing until the earlier of (i) the date on which when the Investor has sold Lenders may sell all of the Registrable Securities, Securities under Rule 144 without volume or other restrictions or limits or (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds Lenders no Registerable Securities and (iii) the date on which all longer own any of the Registrable Securities have been sold or may be sold without any restriction pursuant to Rule 144 Securities. Except 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 (the “Registration Period”). (b) Subject to the terms and conditions of specified in this Agreement, the Company Registration Rights Agreements shall remain in full force and effect. The Lenders agree to waive the restriction under Section 4(h) (ientitled "Restrictions on Filing Registration Statements") of the Purchase Agreements on Veridium's filing of registration statements with respect to the Laurus Shares so long as soon as practicable, but Veridium registers the Registrable Securities in no case later than the Filing Deadline, prepare and file with the SEC an initial first Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance filed with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior respect to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the CompanyLaurus shares.

Registration. 2.1 The Company will file, within 70 days of the date of this Agreement (the "Filing Date"), a registration statement on Form S-1 (or such other form as is appropriate) registering the offer and sale of the Registrable Securities by the holders thereof and containing the "PLAN OF DISTRIBUTION" attached hereto as SCHEDULE B. Except for those holders of the Company's securities with registration rights listed on SCHEDULE 2.1(W) to the Purchase Agreement, such registration statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the holders of a majority of the Registrable Securities. 2.2 Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrants) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more registration statements on Form S-1 or amend the registration statement filed pursuant to Section 2.1 above, if such registration statement has not previously been declared effective (or, if Form S-1 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "ADDITIONAL SHARES"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective registration statement. Such registration statement also shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. 2.3 Promptly following the date (the "QUALIFICATION DATE") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "QUALIFICATION DEADLINE"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to any registration statement on Form S-1) (a "SHELF REGISTRATION STATEMENT") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. 2.4 If (a) The Company’s the registration obligations set forth in this statement required by Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain 2.1 is not filed by the continuous effectiveness of any Registration Statement that has been Filing Date or is not declared effective shall begin on by the Commission within 120 days of the date hereof and continue until of this Agreement (unless such registration statement is subject to a partial or full review by the Commission, in which case such date by which the registration statement must be declared effective by the Commission shall be extended to the earlier of (i) 60 days from the date of the first comment letter received by the Company from the Commission or (ii) 150 days from the date of this Agreement), (b) a registration statement required by Section 2.2 is not filed within 20 days of the date of request by any Investor or such registration statement is not declared effective within 120 days of the date of such request (unless such registration statement is subject to a partial or full review by the Commission, in which case such date by which the registration statement must be declared effective by the Commission shall be extended to the earlier of (i) 60 days from the date of the first comment letter received by the Company from the Commission or (ii) 150 days from the date of such request), (c) a Shelf Registration covering the Registrable Securities is not filed by the Commission on or prior to the Qualification Deadline or declared effective within 120 days of the Qualification Deadline (unless such registration statement is subject to a partial or full review by the Commission, in which case such date by which the registration statement must be declared effective by the Commission shall be extended to the earlier of (i) 60 days from the date of the first comment letter received by the Company from the Commission or (ii) 150 days from the Qualification Deadline), (d) a registration statement filed pursuant to this Agreement is not declared effective by the Commission within five days of the date the Company receives notice from the Commission that such registration statement will not be reviewed or is no longer subject to further review and comments, or (e) after a registration statement filed pursuant to this Agreement has been declared effective by the Commission, sales cannot be made pursuant to such registration statement for any reason (including without limitation by reason of a stop order, or the Company's failure to update the registration statement), but excluding the inability of any Investor to sell the Registrable Securities covered thereby due to market conditions and except as excused pursuant to Section 2.5 below (any such failure or breach being referred to as an "Event" and the date on which such Event occurs being referred to as "Event Date"), then, on the Investor has sold all of the Registrable Securities, (ii) Event Date and on the date of termination of every monthly anniversary thereof until the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Period”). (b) Subject to the terms and conditions of this AgreementEvent is cured, the Company shall (i) pay to each Investor an amount in cash, as soon liquidated damages and not as practicablea penalty, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor equal to 1.5% of the maximum number of amount paid by such Investor pursuant to the Purchase Agreement for the Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities purchased by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company.such

Registration. (a) The Company’s registration obligations set forth stated in this Section 2 2, including its obligations obligations, as set forth herein, to file Registration Statements, and obtain and maintain effectiveness of the Registration StatementsStatement, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction restrictions pursuant to Rule 144 144, 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 (the “Registration Period”). No Registration Statement shall register any security other than the Registrable Securities. (b) Subject Within 10 days after the Company first files a preliminary or definitive proxy statement (including in any joint proxy statement/prospectus) with respect to a, “Fundamental Transaction,” as defined in the terms and conditions Certificate of this AgreementDesignations for the Convertible Preferred), the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial a Registration Statement on Form S-3 (or, if the Company is not ineligible to file on Form S-3, then eligible, on Form S-1) or any successor form thereto covering with respect to Investor’s resale of the resale Registrable Securities, and the Company shall use reasonable best efforts to cause the registration statement to be declared effective by the Investor closing of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices)Fundamental Transaction. The Registration Statement (and any amendment or supplement) shall contain “Selling Stockholders” and “Plan of Distribution” sections, as specified by Investor. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the closing of the Fundamental Transaction (“Initial Effectiveness DeadlineDate”). By 9:30 ama.m., Eastern TimeNew York time, on the Business Trading Day following the date of effectivenessInitial Effectiveness Date, the Company shall file with the SEC SEC, in accordance with Securities Act Rule 424 under the Securities Act (“Rule 424”), the final Prospectus to be used in connection with sales pursuant to such the Registration Statement. Prior to the Before filing of the Registration Statement with the SECStatement, the Company shall furnish a draft of the Registration Statement it to the Investor for their its review and comment. The Investor Company shall furnish include Investor’s reasonable comments on in the Registration Statement to the Company given within 24 48 hours of the receipt thereof from the Company. (c) During the Registration Period, subject to Section 2(d), the Company shall, promptly, (i) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and related Prospectus to be filed pursuant to Rule 424, as may be necessary to keep such Registration Statement effective at all times during the Registration Period, including with respect to changes in the “Selling Stockholders” and “Plan of Distribution” sections, as specified by the Investor; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement) and, as so supplemented or amended, to be filed pursuant to Rule 424; (iii) respond to any comments received from the SEC with respect to the Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Investor true and complete copies of all correspondence from and to the SEC relating to the Registration Statement; and (iv) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in the Registration Statement. In the case of amendments and supplements to the Registration Statement required to be filed pursuant to this Agreement (including pursuant to this Section 2(c)) by reason of the Company’s filing a report on Form 10-K, Form 10-Q, or Form 8-K or any analogous report under the Securities Exchange Act, the Company shall incorporate such report by reference into the Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement the Registration Statement. (d) Beginning 60 days after effectiveness of the Registration Statement, upon the advice of Company counsel in the form of a written opinion, for not more than 20 consecutive days or for a total of not more than 30 days in any 12-month period, the Company may suspend the use of any Prospectus included in the Registration Statement if the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of material nonpublic information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (ii) amend or supplement the Registration Statement or Related Prospectus so that the Registration Statement or Prospectus does not include 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 the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided, that the Company shall promptly (x) notify the Investor in writing of the commencement (and the termination) of an Allowed Delay, but shall not (without the prior written consent of the Investor) disclose to the Investor any material nonpublic information giving rise to an Allowed Delay, (y) advise the Investor in writing to cease all sales under such Registration Statement until the end of the Allowed Delay, and (z) use its best efforts to terminate an Allowed Delay as promptly as practicable. (e) For any calendar month or part of a month (“Delay Period”) that the Registration Statement has not been declared effective by the Initial Effectiveness Date, or, subject to Section 2(d), the Registration Statement is not effective or the Prospectus cannot be used or has not been filed pursuant to Rule 424, the Company shall, on the first day of each calendar month following the month in which a Delay Period occurs, pay Investor, as liquidated damages, and not as penalty, an amount equal to the product obtained by multiplying $20,000 by a fraction, the numerator of which shall be the number of days in that Delay Period, and the denominator of which is 30.

Registration. As soon as possible following the Closing Date (a) The Company’s registration obligations set forth in this Section 2 including its obligations to but not later than the Filing Date), the Company shall prepare and file Registration Statements, obtain effectiveness of Registration Statements, and maintain with the continuous effectiveness of any Commission a "shelf" Registration Statement that has been covering all Registrable Securities for a secondary or resale offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or if such form is not available to the Company on another form appropriate for such registration in accordance herewith). The Company shall use its best efforts to cause the Registration Statement to be declared effective shall begin on under the Securities Act not later than one hundred and twenty (120) days after the Closing Date (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date hereof that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not be subject to further review) and continue to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (ix) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effectletter, addressed and acceptable to the Company’s 's transfer agent to such effect (the “Registration "Effectiveness Period”"). (b) Subject to . Upon the terms and conditions of this Agreementinitial filing thereof, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” cover at least 100% of the shares of Common Stock for issuance upon the conversion of the Preferred Stock and “Plan 100% of Distribution” sectionsthe shares of Common Stock for issuance upon the exercise of the Warrants. The Company shall use its best efforts to have the Such Registration Statement declared effective by also shall cover, to the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 extent allowable under the Securities Act and the final Prospectus to be used in connection Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with sales pursuant to such Registration Statement. Prior respect to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the CompanyRegistrable Securities.

Registration. As soon as possible following the Closing Date (a) The Company’s registration obligations set forth in this Section 2 including its obligations to but not later than the Filing Date), the Company shall prepare and file Registration Statements, obtain effectiveness of Registration Statements, and maintain with the continuous effectiveness of any Commission a “shelf” Registration Statement that has been covering all Registrable Securities for a secondary or resale offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or if such form is not available to the Company on another form appropriate for such registration in accordance herewith). The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective shall begin on under the Securities Act not later than ninety (90) days after the Closing Date (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date hereof that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or not be subject to further review) and continue to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (ix) the date on which the Investor has sold when all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities covered by such Registration Statement have been sold or (y) with respect to such Holder, such time as all Registrable Securities held by such Holder may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effectletter, addressed and acceptable to the Company’s transfer agent to such effect (the “Registration Effectiveness Period”). (b) Subject to . For purposes of the terms and conditions obligations of the Company under this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or shall be considered “effective” with respect to any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit unless such Registration Statement lists the resale Holders of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain as “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC includes such other information as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus is required to be used in connection disclosed with sales respect to such Holders to permit them to sell their Registrable Securities pursuant to such Registration Statement, unless any such Holder is not included as a “Selling Stockholder” pursuant to Section 3(m). Prior Such Registration Statement also shall cover, to the filing extent allowable under the Securities Act and the Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of the Registration Statement additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with the SEC, the Company shall furnish a draft of the Registration Statement respect to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the CompanyRegistrable Securities.

Registration. As soon as possible following the first Additional Closing Date (a) The Company’s registration obligations set forth in this Section 2 including its obligations to but not later than the Filing Date), the Company shall prepare and file Registration Statements, obtain effectiveness of Registration Statements, and maintain with the continuous effectiveness of any Commission a “shelf” Registration Statement that has been declared effective shall begin on for the date hereof and continue until the earlier resale of (i) the date on which the Investor has sold all or such maximum portion of the Registrable Securities, Securities as permitted by SEC Guidance (ii) provided that the date Company shall use diligent efforts to advocate with the Commission for the registration of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or if such form is not available to the Company on another form appropriate for such registration in accordance herewith). The Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act not later than ninety (90) days after the Filing Date (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (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 not be subject to further review) and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) with respect to such Holder, such time as all Registrable Securities held by such Holder may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effectletter, addressed and acceptable to the Company’s transfer agent to such effect (the “Registration Effectiveness Period”). (b) Subject to . 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 terms and conditions 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. For purposes of the obligations of the Company under this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or shall be considered “effective” with respect to any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit unless such Registration Statement lists the resale Holders of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain as “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC includes such other information as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus is required to be used in connection disclosed with sales respect to such Holders to permit them to sell their Registrable Securities pursuant to such Registration Statement, unless any such Holder is not included as a “Selling Stockholder” pursuant to Section 3(m). Prior Such Registration Statement also shall cover, to the filing extent allowable under the Securities Act and the Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Notwithstanding the foregoing or any other provision of this Agreement, and subject to the payment of liquidated damages pursuant to Section 7(e), 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 SECCommission 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 furnish a draft number of the Registrable Securities to be registered on such Registration Statement will first be reduced by the Common Stock underlying the Placement Agent Warrants and second by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Investor for their review and comment. The Investor shall furnish comments Holders on a pro rata basis based on the total number of unregistered Warrant 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 shares of Common Stock that are not Registrable Securities and which shall have been included on such Registration Statement shall be reduced by up to the Company within 24 hours of the receipt thereof from the Company100%.

Registration. 2.1 The Company shall, within ten (a10) The Company’s registration obligations set forth in calendar days upon the date of execution of this Section 2 including Agreement, use its obligations commercially reasonable efforts to file Registration Statements, obtain effectiveness of Registration Statements, and maintain with the continuous effectiveness of any SEC a Registration Statement that has been declared effective shall begin or Registration Statements (as is necessary) on Form S-1 (or, if such form is unavailable for such a registration, on such other form as is available for such registration), covering the date hereof and continue until the earlier resale of (i) the date on which the Investor has sold all of the Registrable Securities, (iiwhich Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the date 1933 Act, such Registration Statement also covers such indeterminate number of termination additional shares of the Purchase Agreement if Common Stock as of such termination date the Investor holds no Registerable Securities and (iii) the date on which may become issuable upon stock splits, stock dividends or similar transactions. The Company shall initially register for resale all of the Registrable Securities have been sold or may which would be sold without any restriction pursuant to Rule 144 as determined by issuable on the counsel to date preceding the Company pursuant to a written opinion letter to such effect, addressed and acceptable to filing of the Registration Statement based on the closing bid price of the Company’s transfer agent (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement Common Stock on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities such date as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor Investor, including but not limited to under Rule 415 under the 1933 Act at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. . 2.2 The Company shall use its best all commercially reasonable efforts to have the Registration Statement Statement(s) declared effective by the SEC as soon as practicablewithin thirty (30) calendar days, but no more than ninety (90) calendar days after the Company has filed the Registration Statement. 2.3 The Company agrees not to include any other securities in no event later than the Effectiveness DeadlineRegistration Statement covering the Registrable Securities without Investor’s prior written consent which Investor may withhold in its sole discretion. By 9:30 am, Eastern Time, on the Business Day following the date of effectivenessFurthermore, the Company shall agrees that it will not file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of any other registration statement for other securities, until thirty calendar days after the Registration Statement for the Registrable Securities is declared effective by the SEC. 2.4 Notwithstanding the registration obligations set forth in this Section 2.1, if the staff of the SEC (the “Staff”) or the SEC informs the Company that all of the unregistered 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 (i) inform each of the holders thereof and use its commercially reasonable efforts to file amendments to the Registration Statement as required by the SEC and/or (ii) withdraw the Registration Statement and file a new registration statement (the “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-1 to register for resale the Registrable Securities as a secondary offering. If the Company amends the Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the Company shall furnish a draft of the Registration Statement Staff or SEC, one or more registration statements on Form S-1 to the Investor register for their review and comment. The Investor shall furnish comments resale those Registrable Securities that were not registered for resale on the Registration Statement, as amended, or the New Registration Statement to the Company within 24 hours of the receipt thereof from the Company(each, an “Additional Registration Statement”).

Registration. The Company shall file with the SEC an initial Registration Statement within thirty (a30) The calendar days from the date of this Agreement covering at least 10,000,000 shares of Registrable Securities (the “Initial Registration Statement”), subject to any reduction in the registered share amount required by the SEC, so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), subject to the aggregate number of authorized shares of the Company’s registration obligations set forth Ordinary Shares then available for issuance in this Section 2 including its obligations Certificate of Incorporation. The Initial Registration Statement shall register only Registrable Securities. The Investor and its counsel shall have a reasonable opportunity to file review and comment upon the Initial Registration Statements, obtain effectiveness of Statement and any amendment or supplement to such Initial Registration StatementsStatement and any related prospectus prior to its filing with the SEC, and maintain the continuous effectiveness of any Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Initial Registration Statement that has been declared effective as soon as practicable, and any amendment declared effective by the SEC at the earliest possible date. The Company shall begin on use reasonable best efforts to keep each Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the date hereof Securities Act and continue available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date on which the Investor has shall have sold all of the Registrable Securities, Securities and the full Commitment Amount (as defined in the Purchase Agreement) has been drawn down by the Company pursuant to a Registration Statement and (ii) the date of termination of on which the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 is terminated (the “Registration Period”). . Each Registration Statement (bincluding any amendments or supplements thereto and prospectuses contained therein) Subject shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the terms statements therein, in light of the circumstances in which they were made, not misleading. In the event that (i) the Initial Registration Statement or New Registration Statement (as defined below) becomes stale after the initial effectiveness of such Registration Statement or New Registration Statement and conditions (ii) the Investor still has ownership of this Agreementany of the Registrable Securities that the Investor cannot then sell without restriction pursuant to Rule 144 promulgated under the Securities Act, the Company shall (i) as soon as practicable, but in no case later than immediately file one or more post-effective amendments to facilitate the Filing Deadline, prepare and file SEC’s declaration of effectiveness with the SEC an initial respect to such Initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such New Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement Commission within 60 days following the Closing and use all reasonable efforts to have declared effective as soon as practicable thereafter, a registration statement on Form S-3 (or, if the Company is not then eligibleeligible to use Form S-3, on Form S-1then another appropriate form) or any successor form thereto covering providing for the resale by the Investor Holders of all of the maximum number Registrable Securities (the "Shelf Registration Statement"). The Shelf Registration Statement may include securities other than those held by Holders. Cellegy shall use its best efforts to keep the Shelf Registration Statement continuously effective, pursuant to the Act and the Rules and Regulations promulgated thereunder, until (i) the date when such Registrable Securities cease to meet the definition of Registrable Securities pursuant to Section 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 shall defined below); (ii) if the Company furnishes to 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 permitted seriously detrimental to the Company and its shareholders for sales to be included thereon made from such Shelf Registration Statement at such time (or, in accordance 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 of other registration statements, then the 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 will not utilize the Deferral Right more than once in any twelve month period; and provided further, however, that the 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 required to effect any such registration, qualification or compliance under applicable SEC rules, regulations and interpretations so as state blue sky laws in any particular jurisdiction in which the Company would thereby be required to permit qualify to do business or to execute a general consent to service of process. In the resale of such Registrable Securities by event that the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Shelf Registration Statement shall contain “Selling Stockholders” cease to be effective, the Company shall promptly prepare and “Plan of Distribution” sections. The Company file a new registration statement covering the Registrable Securities and shall use its best efforts to have the Registration Statement such registration statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadlinepossible. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company Any such registration statement shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such considered a "Shelf Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company" hereunder.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until the earlier of Company shall: (i) not later than 60 days after the date on Closing Date (the "Filing Deadline"), cause a registration statement to be filed pursuant to Rule 415 under the Securities Act (the "Registration Statement"), which Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the Investor has sold all information required pursuant to the terms of the Registrable Securities, Section 2(b) hereof; (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best commercially reasonable efforts to have cause the Registration Statement to be declared effective by the SEC Commission as soon promptly as is practicable, but in no event later than one hundred and twenty (120) days after the Closing Date (the "Effectiveness Deadline. By 9:30 amTarget Date"); and (iii) use commercially reasonable efforts to keep the Registration Statement continuously effective, Eastern Timesupplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that: (A) it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement and (B) conforms with the requirements of this Agreement and the Securities Act and the rules and regulations of the Commission promulgated thereunder as announced from time to time, on for a period (the Business Day following "Effectiveness Period") of: (1) two years from the date of effectivenessthis Agreement; or (2) such shorter period that will terminate on the first date that none of the Notes or the shares of Class A Subordinate Voting Stock issued on conversion of the Notes are Transfer Restricted Securities; provided that, for greater certainty, the Company shall not be obligated to file a prospectus with the securities commission or similar regulatory authority in any of the provinces or territories of Canada. (b) The Company shall, at least twelve (12) Business Days prior to the date on which the Registration Statement becomes effective, provide written notice (which may be sent and delivered through Euroclear by the Trustee at the request of the Company) to each Holder (which notice shall be accompanied by a copy of a Notice and Questionnaire to be completed by such Holder) that the Company has filed the Registration Statement pursuant to this Agreement and that the Holder must complete and return the enclosed Notice and Questionnaire in accordance with this Section 2(b) in order to be named as a selling securityholder in the Registration Statement and Prospectus. Each Holder agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to the Registration Statement and Prospectus, it will deliver a Notice and Questionnaire as promptly as practicable upon receipt of such notice from the Company but in no event later than the second Business Day immediately preceding the date set forth in the Company's written notice as the date on which the Registration Statement is expected to be declared effective by the Commission. Any Holder that does not complete a Notice and Questionnaire and deliver it to the Company as required above shall not be named as a selling securityholder in the Registration Statement at the time is declared effective; provided, however, that if a Holder does not receive written notice directly from the Company (or the Trustee on behalf of the Company) as required by this Section 2(b) within the time period required by this Section 2(b), then, if any such Holder furnishes a Notice and Questionnaire to the Company at least five (5) Business Days prior to any intended distribution of Transfer Restricted Securities under the Registration Statement, such Holder shall be named in the Registration Statement and the related Prospectus as a selling securityholder by way of a post-effective amendment to the Registration Statement and a supplement to the Prospectus to be filed in accordance with the provisions of this Section 2(b) below. The Company shall include in the Registration Statement at the time it is first declared effective, the name of each Holder that provided a Notice and Questionnaire to the Company in accordance with this Section 2(b), and from and after the date the Registration Statement is initially declared effective, the Company shall use commercially reasonable efforts to file with the SEC in accordance with Rule 424 Commission, as promptly as practicable after the date a Notice and Questionnaire is delivered to the Company, if required by this Section 2(b) or by applicable law, a post-effective amendment to the Registration Statement or prepare and, if required by this Section 2(b) or by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required under the Securities Act so that the final Prospectus to be used Holder delivering such Notice and Questionnaire is named as a selling securityholder in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement and the Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law. If the SECCompany files a post-effective amendment to the Registration Statement, the Company shall furnish a draft of use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable. Any Holder who, subsequent to the date the Registration Statement is declared effective, provides a Notice and Questionnaire required by this Section 2(b) pursuant to the Investor for their review provisions of this Section (whether or not such Holder supplied the Notice and comment. The Investor shall furnish comments on Questionnaire at the time the Registration Statement was declared effective) shall be named as a selling securityholder in the Registration Statement and Prospectus in accordance with the requirements of this Section 2(b); provided, however, that the Company shall not be obligated to file more than one (1) post-effective amendment or supplement in any twenty-five (25) day period following the date a Notice and Questionnaire is first delivered to the Company within 24 hours from and after the date the Registration Statement is declared effective for the purpose of naming Holders as selling securityholders who are not named in such Registration Statement at the receipt thereof from time of effectiveness. Each Holder as to which the CompanyRegistration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make information previously furnished to the Company by such Holder not materially misleading.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to Shurgard shall prepare and file Registration Statementswith the SEC by December 1, obtain effectiveness of Registration Statements2003, and maintain use its best efforts to have declared effective as soon as practicable thereafter, a registration statement (a “Registration Statement”) providing for the continuous effectiveness resale by the Holders of any all of the Registrable Securities. Shurgard shall use its best efforts to keep the Registration Statement that has been declared effective shall begin continuously effective, pursuant to the rules, regulations or instructions under the Securities Act applicable to the registration statement used by Shurgard for such Registration Statement, for such period (the “Effectiveness Period”) ending on the date hereof and continue until the earlier of the date (i) that is one year after the date on of the Closing Date, (ii) upon which all Registrable Securities have been registered and sold pursuant to the Investor Registration Statement filed pursuant to this Agreement or (iii) upon which all of the Registrable Securities originally issued or issuable pursuant to the Purchase Agreement cease to meet the definition of Registrable Securities pursuant to Section 1.1. Notwithstanding the foregoing, if Shurgard files a Form S-3 shelf registration statement (“Shelf Registration”) with the SEC prior to December 1, 2003, then Shurgard may delay the filing of the Registration Statement until 20 days following the date the Shelf Registration is declared effective. (b) If a Holder shall propose to sell Registrable Securities pursuant to the Registration Statement, such Holder shall deliver to Shurgard a notice (a “Shareholder Sale Notice”) notifying Shurgard of the number of shares of Registrable Securities such Holder intends to sell in the ensuing 30 days, commencing five full business days following the Shareholder Sale Notice. The Shareholder Sale Notice shall be given in the form of an email or voicemail addressed to Shurgard’s General Counsel as follows: email, to ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇; or voicemail, to ▇▇▇▇▇ ▇▇▇▇▇ at ▇▇▇-▇▇▇-▇▇▇▇. Shurgard may change these notice addresses by written notice to the Holders as provided in Section 3.1. Unless otherwise specified in the Shareholder Sale Notice, such Shareholder Sale Notice shall be deemed to constitute a representation that any information previously supplied by such Holder expressly for inclusion in the Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such Shareholder Sale Notice. The Holder giving the Shareholder Sale Notice may conduct the sales of Registrable Securities identified in the Shareholder Sale Notice during the prescribed 30-day period unless and until Shurgard exercises its rights under Section 1.2(c). After expiration of the 30-day period or after such Holder has sold all of the Registrable SecuritiesSecurities identified in the Shareholder Sale Notice, (ii) the date such Holder may make further sales of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant only after delivering an additional Shareholder Sale Notice to Rule 144 Shurgard 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 (the “Registration Period”provided in this Section 1.2(b). (bc) Subject to the terms and conditions Notwithstanding any other provision of this AgreementSection 1.2, Shurgard shall have the Company shall right at any time to prohibit or suspend offers and sales of Registrable Securities whenever, and for so long as, in the reasonable judgment of Shurgard after consultation with counsel (i) as soon as practicablethere exists a material development or a potential material development with respect to or involving Shurgard that Shurgard would be obligated to disclose in the Prospectus contained in the Registration Statement, but which disclosure would in no case later than the Filing Deadlinegood faith judgment of Shurgard be premature or otherwise inadvisable at such time and would have a material adverse effect upon Shurgard and its shareholders, prepare and file with or (ii) an event has occurred that makes any statement made in the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or related Prospectus or any successor form thereto covering document incorporated or deemed to be incorporated therein by reference untrue in any material respect or which requires the resale by making of any changes in the Investor Registration Statement or Prospectus so that it will not contain any untrue statement of a material fact required to be stated therein or necessary to make the statements therein not misleading or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the maximum number of Registrable Securities as circumstances under which they were made, not misleading. To effect such suspension or prohibition, Shurgard shall be permitted deliver a certificate in writing to be included thereon in accordance with applicable SEC rulesthe Holders and, regulations and interpretations so as to permit the resale upon receipt of such Registrable Securities by certificate, the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The use of the Registration Statement shall contain “Selling Stockholders” and “Plan Prospectus will be deferred or suspended and will not recommence until (x) such Holders’ receipt from Shurgard of Distribution” sectionscopies of the supplemented or amended Prospectus or (y) such Holders are advised in writing by Shurgard that the Prospectus may be used. The Company shall Shurgard will use its best efforts to have ensure that the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing use of the Registration Statement and Prospectus may be resumed as soon as practicable and, in the case of a pending development referred to in (i) above, as soon as, in the judgment of Shurgard, disclosure of the material information relating to such pending development would not have a materially adverse effect on Shurgard’s ability to consummate the transaction, if any, to which such development relates. Notwithstanding the foregoing, Shurgard will use best efforts to ensure that in any event the Holders shall have twenty trading days (prorated for partial fiscal quarters) available to sell Registrable Securities during each fiscal quarter (or portion thereof) during the Effectiveness Period. (d) All reasonable expenses, other than broker’s commissions and similar charges, and legal fees and disbursements of counsel for the selling Holders, incurred in connection with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Companybe borne by Shurgard.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case Not later than 30 days from the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectivenessExercise Date, the Company shall file a registration statement on Form S-2, or other appropriate form, to register the Warrant Securities. In connection with the SEC in accordance Registration Statement, the Company will use its diligent efforts to effect such registration, qualification or compliance as soon as practicable (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with Rule 424 applicable regulations issued under the Securities Act and any other governmental requirements or regulations), as may be so requested and as would permit or facilitate the final Prospectus sale and distribution of all of such Warrant Securities. As long as the Warrant Securities are registered as required by this Section 5.2, the Holder has the right to sell 1/3 of the Warrant Securities within 30 days of exercising the Warrant, up to 2/3 of the Warrant Securities within 60 days of exercising the Warrants and all the Warrant Securities after 90 days of exercising the Warrant. The Company shall comply with the requirements of this Section 5.2 at its own expense. That expense shall include, but not be used in connection with sales pursuant to such Registration Statement. Prior limited to, legal, accounting, consulting, printing, federal and state filing fees, NASD fees, out-of-pocket expenses incurred by counsel, accountants and consultants retained by the Company, and miscellaneous expenses directly related to the filing registration statement or offering statement and the offering. However, this expense shall not include the portion of any underwriting commissions, transfer taxes and the underwriter's accountable and nonaccountable expense allowances attributable to the offer and sale of the Registration Statement with Warrant, Warrant Securities and the SECWarrant Securities underlying the unexercised portion of this Warrant, all of which expenses shall be borne by the Company shall furnish a draft Holder or Holders of this Warrant and the holders of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the CompanyWarrant Securities registered or qualified.

Registration. (a) Promptly following the expiration of the first Restricted Period and if Rule 144 is or becomes unavailable for resale of the Vireo Shares (taking into account the required holding period under Rule 144), and subject to receipt of the Selling Stockholder Questionnaire as set forth in Section 1(c), the Parent shall prepare and file with 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 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Parent may reasonably determine (the “Initial Registration Statement”); provided that (1) in the event that the Parent becomes aware prior to the expiration of the Restricted Period that the Stockholder would not qualify under Rule 144 to be able to sell the Stockholder’s Registrable Securities being released from lock-up as of or immediately following the expiration of the first Restricted Period, the Parent will use commercially reasonable efforts to prepare and file an Initial Registration Statement prior to the end of the first Restricted Period and (2) if the Parent has not filed an Initial Registration Statement by within 270 days immediately following the Closing (as defined in the Securities Purchase Agreement), then if the Stockholder provides a written demand to the Parent within three (3) months following the end of such 270-day period, then the Parent will use reasonable best efforts to prepare and file an Initial Registration Statement. The CompanyParent’s obligation to file a Registration Statement pursuant to this Agreement applies only if and when the Vireo Shares are determined to not be eligible to be resold pursuant to Rule 144 (without volume limitations) under the Securities Act (taking into account the required holding period under Rule 144). The Initial Registration Statement shall be on Form S-3, or such other form the Parent is eligible to use at that time. Notwithstanding the registration obligations set forth in this Section 2 including its obligations to file Registration Statements1 of Article II, obtain effectiveness of Registration Statements, and maintain in the continuous effectiveness of any Registration Statement event the SEC informs the Parent that has been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may cannot, as a result of the application of Rule 415, be sold without any restriction pursuant to Rule 144 registered for resale 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreementsecondary offering on a single registration statement, the Company shall Parent agrees to promptly (i) inform the Stockholder thereof via electronic mail at the address noted herein or any supplement thereto (if any) received by the Parent and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as soon as practicable, but in no case later than required by the Filing Deadline, prepare SEC and/or (ii) withdraw the Initial Registration Statement and file with the SEC an initial a new registration statement (a “New Registration Statement on Form S-3 (orStatement”), if the Company is not then eligible, on Form S-1) or any successor form thereto in either case covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rulesregistered by the SEC, regulations and interpretations so as on Form S-3 or such other form available to permit the Parent to register for resale of such the Registrable Securities as a secondary offering. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, the number of Registrable Securities shall be reduced accordingly. In the event the Parent amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Parent will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by SEC or SEC Guidance provided to the Investor under Rule 415 at then prevailing market prices Parent or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Parent 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 (and not fixed pricesthe “Remainder Registration Statements”). The Stockholder shall not be named as an “underwriter” in any Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. without the Stockholder’s prior written consent. (b) The Company Parent shall use its best commercially reasonable efforts to have the cause each Registration Statement to be declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day practicable following the date filing of effectivenesssuch Registration Statement and, with respect to the Initial Registration Statement or the New Registration Statement, as applicable, shall use its commercially reasonable efforts to keep each Registration Statement continuously effective under the Securities Act until two years following the expiration of the last Restricted Period (or, if sooner, the Company time when the Stockholder has sold or otherwise no longer holds any Registrable Securities or may sell the Registrable Securities pursuant to Rule 144) (the “Effectiveness Period”). The Parent shall request effectiveness of a Registration Statement following market close on a Trading Day. The Parent shall promptly notify the Stockholder via electronic mail at the address noted herein or any supplement thereto (if any) received by the Parent of the effectiveness of a Registration Statement. If necessary, the Parent shall promptly, following the Effective Date, file a final Prospectus with the SEC SEC, in accordance with Rule 424 424(b). (c) The Stockholder agrees to furnish to the Parent a completed Selling Stockholder Questionnaire as set forth herein. At least ten Trading Days prior to the first anticipated filing date of a Registration Statement for any registration under this Agreement, the Securities Act Parent will notify the final Prospectus Stockholder of the information the Parent requires from the Stockholder including the information contained in the Selling Stockholder Questionnaire, which shall be completed and delivered to the Parent promptly upon request and, in any event, within five Trading Days prior to the applicable anticipated filing date. The Stockholder further agrees that it shall not be entitled to be used named as a selling securityholder in connection with sales pursuant to such the Registration Statement. Prior Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless the Stockholder has returned to the filing Parent a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information as described in the previous sentence. If the Stockholder returns a Selling Stockholder Questionnaire or a request for further information, in either case, after the deadline, the Parent shall use its commercially reasonable efforts to take such actions as are required to name the Stockholder as a selling security holder in the Registration Statement or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable Securities identified in such late Selling Stockholder Questionnaire or request for further information. The Stockholder acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 1(c) of Article II will be used by the Parent in the preparation of the Registration Statement with and hereby consents to the SEC, the Company shall furnish a draft inclusion of such information in the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the CompanyStatement.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration StatementsCompany shall prepare, and maintain file with the continuous effectiveness of any Registration Statement that has been declared effective shall begin on SEC within the date hereof and continue until the earlier later of (i) the date on which the Investor has sold all 30 days of the Registrable Securities, Closing Date and (ii) the date of termination of which the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to Rule 144 as determined registration statement filed by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent (the “that certain Registration Period”). (b) Subject to the terms and conditions of this Rights Agreement, dated as of July 22, 2003, by and between the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with PocketScript L.L.C. has been declared effective by the SEC an initial (such date, the "FILING DATE") a Registration Statement on Form S-3 (or, if the Company Form S-3 is not then eligibleavailable, on Form S-1such form of Registration Statement as is then available to effect a registration of the Registrable Securities, subject to the consent of the Selling Shareholders holding a majority of the Registrable Securities, which consent will not be unreasonably withheld, conditioned or delayed) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sectionsSecurities. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish provide a draft of the Registration Statement to a single counsel for the Investor for their Selling Shareholders prior to its filing or other submission so that such counsel has a reasonable opportunity to review and comment. The Investor shall furnish comments comment on the Registration Statement prior to it being filed. The Company shall use all commercially reasonable efforts to obtain effectiveness of the Registration Statement as soon as possible thereafter. If (i) the Registration Statement is not filed by the Filing Date, (ii) the Registration Statement is not declared effective by the SEC by the close of business on the 100th day following the Closing Date or (iii) once declared effective by the SEC, sales of the Registrable Securities cannot be made (other than during an Allowed Delay, as defined below) pursuant to the Company within 24 hours Registration Statement due to the result of any action or inaction on the part of the receipt thereof Company consistent with its obligations under this Agreement and through no fault of the Selling Shareholders, then the Company shall pay to each Selling Shareholder an amount equal to (i) U.S.$1,166.67 times (ii) (A) the total number of Registrable Securities held by such holder divided by (B) the total number of Registrable Securities, for each day the Registration Statement is not filed, effective or available for sale, as applicable, payable on the last business day of each month. The foregoing payment shall not be exclusive of any other remedy at law or equity available to the Selling Shareholders for failure of the Company to comply with its obligations under this Section 2.1; provided that any damages recovered by the Selling Shareholders from the CompanyCompany in pursuing such remedies shall be offset by such payment.

Registration. On or prior to the 15th business day following the entry of an order by the Superior Court approving the Settlement, the Company shall deliver to the Warrant Agent an adequate supply of Warrant Certificates executed on behalf of the Company as described in Section 1.3 hereof. These Warrant Certificates, shall initially be registered in the names of those persons who are entitled under the Plan of Distribution and/or the Stipulation to receive Warrant Certificates (a) The Company’s registration obligations set forth in this Section 2 including the "Authorized Warrant Holders"). Each such Warrant Certificate shall have imprinted on its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on face the date hereof and continue until of ____________, 1998 [the earlier of (i) the date on which the Investor has sold all effectiveness of the Registrable Securitiesregistration statement referenced in Section 2.3 hereof and (ii) February 18, 1998] (the "Commencement Date"). Within 15 business days (or as soon as practicable) after written notification from the SEC that the registration of the Warrants and Warrant Shares has been declared effective pursuant to Section 2.3 hereof, the Warrant Agent shall have mailed or caused to have been mailed such Warrant Certificates to the Authorized Warrant Holders, provided that at such time (i) the Warrant Agent shall have received notice that the "Federal Court Litigation" (as defined in the Stipulation) is no longer subject to appeal and (ii) the Authorized Warrant Holders shall have (i) delivered to the Warrant Agent the ▇▇▇ ▇▇▇▇▇▇ Warrant or the Private Placement Warrant (as defined in the Stipulation) to be cancelled in exchange for the Warrants issuable to such Authorized Warrant Holders hereunder, (ii) delivered to Cotchett & ▇▇▇▇▇, one of Plaintiffs' Settlement Counsel (as defined in the date Stipulation), a proof of termination claim (a "Proof of Claim") for the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and Sales Agent Warrant or (iii) delivered to the date on which all Company an affidavit and indemnity of lost security with respect thereto. In the Registrable Securities have been sold case and at such time as an affidavit and indemnity of lost security or may be sold without any restriction pursuant to Rule 144 as determined by the counsel a valid copy of a Proof of Claim is delivered to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent (the “Registration Period”). (b) Subject to the terms and conditions of this AgreementSection 1.4, the Company shall (i) as soon as practicable, but in no case later than promptly instruct the Filing Deadline, prepare Warrant Agent to issue Warrant Certificates to such Authorized Warrant Holders. The Warrant Agent shall maintain books for the transfer and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor registration of the maximum number of Registrable Securities as shall be permitted to be included thereon Warrant Certificates in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices)its regular practice. The Registration Statement Warrant Certificates shall contain “Selling Stockholders” and “Plan of Distribution” sectionsbe registered in a Warrant Register as they are issued. The Company and the Warrant Agent shall use its best efforts be entitled to have treat the Registration Statement declared effective registered owner(s) of the Warrant Certificates (the "Holder(s)") as the owner(s) in fact thereof (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by the SEC as soon as practicable, but in no event later anyone other than the Effectiveness Deadline. By 9:30 amCompany or the Warrant Agent), Eastern Timefor the purpose of any exercise thereof and for all other purposes, on the Business Day following the date of effectiveness, and neither the Company nor the Warrant Agent shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior affected by any notice to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Companycontrary.

Registration. (ai) The Company’s If at any time prior to the registration obligations set forth of the Registrable Securities (as defined below) under Section 5.2(c)(iii) SYS proposes to file a registration statement with respect to SYS Common Stock under the Securities Act in a primary registration on behalf of SYS or in a secondary registration on behalf of holders of such securities, other than a registration statement relating to employee benefit plans or corporate reorganizations or other transactions covered by Rule 145 promulgated under the Securities Act or a registration on any registration form that does not permit secondary sales, SYS shall give written notice as soon as practicable, but not later than fifteen (15) business days prior to the proposed filing date of the registration statement, to the Stockholder Representative of its intention to file such registration statement and shall offer to include in such registration statement such number of outstanding shares of SYS Common Stock issued pursuant to this Agreement as part of the Merger Consideration and Earnout Consideration, if any (collectively, the “Registrable Securities”), with respect to which SYS has received a written request from the Ai Metrix Stockholders for inclusion therein within ten (10) business days after the receipt by the Stockholder Representative of notice from SYS. All registrations requested pursuant to this Section 2 including 5.2(c)(i) are referred to herein as “Piggyback Registrations.” (ii) If a Piggyback Registration involves an underwriting, SYS shall so advise the Stockholder Representative as a part of the written notice given pursuant to Section 5.2(c)(i). In such event, the right of an Ai Metrix Stockholder to participate in that Piggyback Registration shall be conditioned upon such Ai Metrix Stockholder’s participation in such underwriting. Each such Ai Metrix Stockholder shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by SYS, but each such Ai Metrix Stockholder shall be entitled to withdraw its obligations Registrable Securities from such registration prior to file Registration Statementsits effective date in the event that such Ai Metrix Stockholder shall disapprove of any of the terms of the related underwriting agreement. If the underwriter(s) for the offering being registered by SYS shall determine in good faith and advise SYS that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering without adversely affecting the distribution of such securities by SYS, obtain effectiveness SYS shall include in such registration (A) first, the securities that SYS proposes to sell, if any, (B) second, the securities with demand registration rights requesting such registration, if any, (C) third, to the extent possible, the Registrable Securities requested to be included in such registration, apportioned pro rata among the holders of Registration Statementssuch securities, and maintain (D) fourth, to the continuous effectiveness extent possible, any other securities with piggyback registration rights requesting to be included therein. (iii) To the extent not previously registered under Section 5.2(c)(i), SYS shall use its commercially reasonable efforts to prepare and, within sixty (60) days after the (A) the SYS Stockholders Meeting (if the Earnout Consideration is required to be paid under Section 2.5) or (B) the EBITDA Determination Date (if the Earnout Consideration is not required to be paid under Section 2.5), as applicable, file with the Commission a registration statement on any appropriate form covering the resale of all outstanding Registrable Securities. SYS shall use commercially reasonable efforts to have the registration statement declared effective by the Commission as soon as reasonably practicable after such filing. (iv) SYS shall (A) prepare and file with the Commission and promptly notify the Ai Metrix Stockholders of the filing of any Registration Statement that has been declared amendment or supplement to such registration statement or prospectus as may be necessary to correct any statement therein or omission therefrom if, at any time when a prospectus relating to the Registrable Securities is required to be delivered under the Securities Act, any event with respect to SYS shall have occurred as a result of which any prospectus would include an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading; (B) prepare and file with the Commission such amendments and supplements to such registration statement or prospectus as may be necessary to keep such registration statement or prospectus effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iiix) the date on which all securities covered by such Registration Statement have been disposed of and (y) one hundred eighty (180) days after the effective date of such registration statement, and comply with the provisions of the Securities Act with respect to the disposition of the Registrable Securities have been sold covered by such registration statement during such effective period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement; (C) in case the Ai Metrix Stockholders are required to deliver a prospectus, promptly prepare such amendment or amendments to such registration statement and such prospectus or prospectuses as may be sold without necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act; (D) advise the Ai Metrix Stockholders promptly after SYS shall receive notice or obtain knowledge of the issuance of any restriction pursuant to Rule 144 as determined stop order by the counsel Commission suspending the effectiveness of any such registration statement or amendment thereto or of the initiation or threatening of any proceedings for that purpose, and promptly use commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (E) use commercially reasonable efforts to qualify such Registrable Securities for sale under the securities or “blue sky” laws of such states within the United States as the Ai Metrix Stockholders may reasonably designate, except that SYS shall not be required in connection therewith or as a condition thereto to qualify to do business in any such state or to take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject; (F) furnish to the Company pursuant Ai Metrix Stockholders, as soon as available, copies of any such registration statement and each preliminary and final prospectus, or supplement or amendment required to a written opinion letter be prepared with respect thereto, all in such quantities as they may from time to time reasonably request; and (G) cooperate with the holders of Registrable Securities to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities to be sold under such effectregistration, addressed and acceptable enable such Registrable Securities to the Company’s transfer agent (the “Registration Period”)be in such denominations and registered in such names as such holders may reasonably request. (bv) Subject The Ai Metrix Stockholders agree that, upon receipt of any notice from SYS of the happening of any event of the kind described in Section 5.2(c)(iv)(A), they will forthwith discontinue the disposition of the Registrable Securities until they have received copies of the supplemented or amended prospectus contemplated by Section 5.2(c)(iv)(A), or until the Ai Metrix Stockholders are advised in writing by SYS that the use of the prospectus may be resumed, and have received copies of any additional or supplemental filings that are incorporated by reference in the prospectus, and, if so directed by SYS, the Ai Metrix Stockholders will deliver to SYS all copies, other than permanent file copies, then in the Ai Metrix Stockholders’ possession of the prospectus covering the Registrable Securities current at the time of receipt of such notice; provided that the obligations of SYS under Section 5.2(c)(iv) with respect to maintaining any registration statement current and effective shall be extended by a period of days equal to the terms period such suspension is in effect. (vi) The Ai Metrix Stockholders shall furnish information to SYS concerning the Ai Metrix Stockholders’ holdings of securities of SYS and conditions the proposed method of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) sale or any successor form thereto covering the resale by the Investor other disposition of the maximum number of Registrable Securities and such other information and undertakings relating to the Ai Metrix Stockholders as shall be permitted reasonably required in connection with the preparation and filing of any registration statement and any amendments thereto covering all or part of the Registrable Securities in order to be included thereon assist SYS in complying with the Securities Act and the Exchange Act. The Ai Metrix Stockholders further agree to enter into such undertakings and take such other action relating to the conduct of the proposed offering that SYS may reasonably request as being necessary to assist SYS in complying with the federal and state securities laws or otherwise to effectuate the offering and sale of the Registrable Securities hereunder by the Ai Metrix Stockholders, so long as such undertakings and actions would not materially reduce the benefit of such offering and sale to the Ai Metrix Stockholders. The failure of any Ai Metrix Stockholder to furnish any information or documents or take any actions in accordance with applicable SEC rulesthe foregoing shall not affect the obligations of SYS under this Section 5.2(c) to any remaining sellers who furnish such information and documents or take such actions. (vii) SYS shall pay all registration expenses incident to the registration of the Registrable Securities, regulations including all registration and interpretations so as filing fees, fees and expenses of complying with securities or blue sky laws, word processing, duplicating and printing expenses, and fees and expenses of counsel for SYS and of its independent public accountants. With respect to permit the resale sales of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectivenessSecurities, the Company Ai Metrix Stockholders shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing pay all underwriting discounts and commissions and fees, and all expenses of any separate legal counsel retained by or on behalf of any or all of the Registration Statement with the SECAi Metrix Stockholders, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Companyif any.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction restrictions pursuant to Rule 144 144, 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than on or prior to the Filing DeadlineDeadline in respect of the initial Registration Statement, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of Registrable Securities, (ii) on or prior to the maximum number Filing Deadline in respect of the Option Debenture and Option Warrant, prepare and file with the SEC an Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of Registrable Securities, and (ii) on or prior to the 30th calendar day following receipt of each written notice by the Investor (a “Demand Notice”) delivered pursuant to the terms hereof, prepare and file an additional Registration Statement covering the resale by the Investor of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities not covered by the Investor under Rule 415 initial Registration Statement or any subsequent Registration Statement. Each Registration Statement prepared pursuant hereto shall register for resale at then prevailing market prices (and not fixed prices)least the number of shares of Common Stock equal to the Required Registration Amount as of date the Registration Statement is initially filed with the SEC. The Each Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the each Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, New York time on the Business Day business day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company. For the purposes hereof, the Investor shall be entitled to deliver a Demand Notice to the Company at any time during the Registration Period if at such time (i) no Registration Statement is then in effect which the Investor may use to resell Registrable Securities, or (ii) a Registration Statement is effective, but the Holder has resold substantially all of the shares of Common Stock registered on such Registration Statement. In addition, the Investor may deliver a Demand Notice to the Company at any time during the Registration Period during which (i) the Company does not have a class of securities listed, or approved for listing, on a national securities exchange registered pursuant to Section 6 of the Exchange Act, or (ii) Rule 144, as amended, would not allow the “tacking” of the holding period of the Convertible Debenture onto the holding period of the Conversion Shares issuable upon conversion thereof. (c) During the Registration Period, the Company shall (i) promptly prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the Prospectus used in connection with a Registration Statement, which Prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration Statement effective at all times during the Registration Period, (ii) prepare and file with the SEC additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities in accordance with the terms of this Agreement; (iii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and as so supplemented or amended to be filed pursuant to Rule 424; (iv) respond as promptly as reasonably possible to any comments received from the SEC with respect to a Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Investor true and complete copies of all correspondence from and to the SEC relating to a Registration Statement (provided that the Company may excise any information contained therein which would constitute material non-public information as to any Investor which has not executed a confidentiality agreement with the Company); and (v) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 2(c)) by reason of the Company’s filing a report on Form 10-K, Form 10-Q, or Form 8-K or any analogous report under the Securities Exchange Act, the Company shall incorporate such report by reference into the Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement the Registration Statement.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations On or prior to the Filing Deadline, the Company shall prepare and file Registration Statements, obtain effectiveness of Registration Statements, and maintain with the continuous effectiveness of any Commission a “Shelf” Registration Statement that has been declared effective shall begin on covering the date hereof and continue until the earlier resale of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may not already covered by an existing and effective Registration Statement for an offering to be sold without any restriction made on a continuous basis pursuant to Rule 144 415 or if Rule 415 is not available for offers and sales of the Registrable Securities by such other means of distribution of Registrable Securities 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Holders may reasonably specify. The Registration Statement shall be on Form S-3 (or, except if the Company is not then eligible, eligible to register for resale the Registrable Securities on Form S-1S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(f)) or any successor form thereto covering and shall contain (except if otherwise required pursuant to written comments received from the resale by the Investor Commission upon a review of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit Registration Statement) the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. section attached hereto as Annex A. (b) The Company shall use its reasonable best efforts to have cause the Registration Statement to be declared effective by the SEC Commission as soon as practicable, practicable but in no event later than the Effectiveness Deadline (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days after the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed,” or not be subject to further review and the effectiveness of the Registration Statement may be accelerated) and shall use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the earlier of (i) such time as all of the Registrable Securities covered by the Registration Statement have been publicly sold by the Holders, or (ii) the date that all Registrable Securities covered by the Registration Statement may be sold by non-affiliates without volume restrictions pursuant to Rule 144(k) (the “Effectiveness Period”). The Company shall ensure that the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading. The Registration Statement shall also cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall promptly notify the Holders via facsimile or e-mail 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 Trading Day after the Effective Date (as defined in the Purchase Agreement), file a 424(b) prospectus with the Commission. Failure to so notify the Holder within 1 Trading Day of such notification or effectiveness or failure to file a final Prospectus as aforesaid shall be deemed an Event under Section 2(c). (c) If: (i) the Registration Statement is not filed with the Commission on or prior to the Filing Deadline, (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 the Registration Statement will not be “reviewed,” or not subject to further review, (iii) prior to its Effective Date, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of the Registration Statement within twenty (20) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for the Registration Statement to be declared effective, (iv) the Registration Statement, is not declared effective by the Commission (or otherwise does not become effective) on or prior to its Effectiveness Deadline, or (v) after its Effective Date, the Registration Statement ceases for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding the inability of any Holder to sell the Registrable Securities covered thereby due to market conditions, to remain continuously effective as to all Registrable Securities for which it is required to be effective (without being succeeded on the same date immediately by a post-effective amendment or supplement to the Registration Statement that cures such failure and that is itself, in the case of a post-effective amendment, immediately declared effective), the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities for an aggregate of more than 20 consecutive Trading Days or for more than an aggregate of 40 Trading Days in any 12-month period (which need not be consecutive), (any such failure or breach in clauses (i) through (v) above being referred to as an “Event,” and, for purposes of clauses (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 20 calendar day period is exceeded, or for purposes of clause (v) the date on which such 20 consecutive or 40 Trading Day period (as applicable) is exceeded, being referred to as “Event Date”), then in addition to any other rights available to the Holders 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 (“Liquidated Damages”), equal to 1.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities held by such Holder on the Event Date per month of time between the Event Date and the date such Event is cured, prorated for any period less than one month; provided that such Liquidated Damages paid to each Holder may not exceed more than 10% of the purchase price paid by such Holder for its Registrable Securities. By 9:30 amThe foregoing represents the sole monetary remedy to any Holder in connection with any Event. In no event shall the Company be required to pay Liquidated Damages in excess of the applicable amount set forth above, Eastern Timeregardless of whether one or multiple Events exists. The Company shall pay the Holders any Liquidated Damages accrued for the first month after an Event Date within seven calendar days after the end of such month, and any Liquidated Damages accrued for any subsequent month within seven calendar days after the end of such month. 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 10% 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. An Event under clause (i) above shall be cured on the date that the Registration Statement is filed with the SEC; an Event under clause (ii) above shall be cured on the date that the Company files such request for acceleration; an Event under clause (iii) above shall be cured when the Company files such pre-effective amendment and otherwise respond in writing to comments made by the Commission; an Event under clause (iv) above shall be cured on the date that the Registration Statement is declared effective by the SEC; and an Event under clause (v) above shall be cured on the date that the Registration Statement is declared effective by the SEC or otherwise usable. (d) The Company shall not, from the date hereof until the date that is 60 days after the Effective Date of the Registration Statement, prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities other than a registration statement on Form S-8 or, in connection with an acquisition, on Form S-4. (e) Each Holder agrees to furnish to the Business Day Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Shareholder Questionnaire”) not more than five (5) Trading Days following the date of effectivenessthis Agreement. Each Holder further agrees that it shall not be entitled to be named as a selling securityholder in the Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless such Holder has returned to the Company a completed and signed Questionnaire. If a Holder of Registrable Securities returns a Questionnaire after the deadline specified in the previous sentence, the Company shall file with use its best efforts to take such actions as are required to name such Holder as a selling security holder in the SEC Registration Statement or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in accordance with Rule 424 under the Registration Statement the Registrable Securities Act identified in such late Questionnaire. Each Holder acknowledges and agrees that the final Prospectus to information in the Selling Shareholder Questionnaire will be used by the Company in connection with sales pursuant to such Registration Statement. Prior to the filing preparation of the Registration Statement with and hereby consents to the SECinclusion of such information in the Registration Statement. (f) In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall furnish a draft (i) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the Holders 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 to the Investor for their review and comment. The Investor shall furnish comments on the then in effect until such time as a Registration Statement to on Form S-3 covering the Company within 24 hours of Registrable Securities has been declared effective by the receipt thereof from the CompanyCommission.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until all the earlier of (i) the date on which the Investor has sold all of the original Registrable SecuritiesSecurities (excluding any Registrable Securities in respect of a Corporate Event), (ii) the earlier of (x) the one year anniversary of the date of termination of the Purchase Agreement if as of and (y) the date after such termination date that the Investor holds no Registerable Registrable Securities and (iii) the first date on which all of the Registrable Securities have been sold or may are eligible to be sold without any restriction resold by the Investor pursuant to 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial a Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon Required Registration Amount in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices), provided, however, that it shall not constitute a breach of this Agreement if the Registration Statement cannot be filed by the Filing Deadline because the Investor has not provided information requested by the Company or its counsel to be included in the Registration Statement, or has not timely provided input on the draft Registration Statement provided for its review (an “Information Failure”). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best commercially reasonable efforts to have the initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than by the Effectiveness DeadlineDeadline (the “Initial Effectiveness Date”), provided that if it is necessary in order for the Registration Statement to be declared effective, the number of shares registered thereunder may be reduced without constituting a breach of this Agreement, as set forth in Section 2(e) below (which may result in the effectiveness of the initial Registration Statement being delayed beyond the Initial Effectiveness Date). By 9:30 am, Eastern Time, on On the Business Day following the date of effectivenesseffectiveness of the initial Registration Statement, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 F-1 (or, if the Company is not then eligible, on Form S-1F-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling StockholdersShareholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until all the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities Registrable Securities, and (iii) the date on which all of the Registrable Securities have been sold or may be permanently sold without any restriction pursuant to 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, am on the Business Day business day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities 1933 Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration StatementsCompany shall, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if one or more registration statements of the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by sale of the Investor of Registrable Securities (as defined below) (the “Registration Statement”) covering the maximum number of Commitment Shares, Conversion Shares which may, from time to time, be issued to the Buyer under the Notes and Exercise Shares, which may, from time to time, be issued to Buyer under the Warrants (collectively, the “Registrable Securities Securities”) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor Buyer (in any event, no less than the number of shares of Common Stock equal to the Exchange Cap for Buyers’s resale of the Registrable Securities), including but not limited to under Rule 415 under the 1933 Act at then prevailing market prices (and not fixed prices), subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall contain “Selling Stockholders” and “Plan of Distribution” sectionsgive due consideration to all reasonable comments. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following within six (6) months from the date hereof (or at the earliest possible date if prior to six (6) months from the date hereof), and any amendment to the Registration Statement thereafter declared effective by the SEC at the earliest possible date. The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the 1933 Act and available for the resale by the Buyer of effectivenessall of the Registrable Securities covered thereby at all times until the date on which the Buyer shall have sold all the Registrable Securities covered thereby (the "Registration Period"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. In the event that (i) the Registration Statement becomes stale after the initial effectiveness of such Registration Statement and (ii) the Buyer still has ownership of any of the Registrable Securities, the Company shall immediately file one or more post-effective amendments to facilitate the SEC’s declaration of effectiveness with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant respect to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has have been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may permanently be sold without any restriction restrictions pursuant to Rule 144 144, 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 Investor (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than on or prior to the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of Registrable Securities, and (ii) on or prior to the maximum 30th calendar day following receipt of each written notice by the Investor (a “Demand Notice”) delivered pursuant to the terms hereof, prepare and file an additional Registration Statement covering the resale by the Investor of Registrable Securities. Each Registration Statement prepared and filed pursuant hereto shall, subject to Section 2(d) below, register for resale at least the number of Registrable Securities equal to the Required Registration Amount as shall be permitted to be included thereon in accordance of date such Registration Statement is initially filed with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices)SEC. The Each Registration Statement shall contain the “Selling Stockholders” and “Plan of Distribution” sections”. The Company shall use its best efforts to have the each Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, am on the Business Day business day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities 1933 Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 twenty-four (24) hours of the receipt thereof from the Company. For the purposes hereof, the Investor shall be entitled to deliver a Demand Notice to the Company at any time during the Registration Period if at such time (i) no Registration Statement is then in effect which the Investor may use to resell Registrable Securities, or (ii) a Registration Statement is effective, but the Holder has resold substantially all of the shares of Common Stock registered on such Registration Statement. In addition, the Investor may deliver a Demand Notice to the Company at any time during the Registration Period during which (i) the Company does not have a class of securities listed, or approved for listing, on a national securities exchange registered pursuant to Section 6 of the Exchange Act, and (ii) Rule 144, as amended, would not allow the “tacking” of the holding period of the Convertible Debenture onto the holding period of the Conversion Shares issuable upon conversion thereof. (c) During the Registration Period, the Company shall (i) promptly prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the Prospectus used in connection with a Registration Statement, which Prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration Statement effective at all times during the Registration Period, (ii) prepare and file with the SEC additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (iii) cause the related Prospectus for each Registration Statement to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and as so supplemented or amended to be filed pursuant to Rule 424; (iv) respond as promptly as reasonably possible to any comments received from the SEC with respect to a Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Investors true and complete copies of all correspondence from and to the SEC relating to a Registration Statement (provided that the Company may excise any information contained therein which would constitute material non-public information as to any Investor which has not executed a confidentiality agreement with the Company); and (v) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 2(c)) by reason of the Company’s filing a report on Form 10-K, Form 10-Q, or Form 8-K or any analogous report under the Securities Exchange Act, the Company shall incorporate such report by reference into the Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement the Registration Statement.

Registration. (a) The Company’s Company shall prepare and file with the SEC a Registration Statement on Form SB-1, ▇▇-▇, ▇-▇, ▇-▇ (or, if said Forms are not then available, on such form of Registration Statement as is then available to effect a registration obligations set forth in this of the Registrable Securities pursuant to the SPA and EPA), which Registration Statement, to the extent allowable under the 1933 Act and the rules and regulations promulgated there under (including Rules 415 & 416), will include those Registrable Securities eligible for registration pursuant to the provisions of Section 2 including (b) herein. The Company shall use its obligations reasonable best efforts to file Registration Statements, obtain effectiveness of Registration Statements, and maintain keep the continuous effectiveness of any Registration Statement that has been declared effective shall begin on pursuant to Rule 415 promulgated under the date hereof 1933 Act and continue available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Shareholders may sell all of the Registrable Securities without restriction pursuant to Rule 144(k) promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Investor has Shareholders shall have sold all the Registrable Securities and no available amount remains under the SPA or the Purchase Agreement (the "REGISTRATION PERIOD"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (b) The Company shall register the Buyer's and Seller Shares in the first registration statement filed by the Company subsequent to the Closing in which such Shares may be legally registered, inclusive of any additional Adjustment Shares issued to maintain aggregate value of the shares initially issued, or collateral or penalty shares received by the Seller pursuant to the EPA and this Agreement, of even date hereof, wherein one half of the shares to be so registered shall bear a lock-up provision so noted on each certificate for securities so registered which shall expire on March 9th, 2004, but shall file such registration statement not later than 120 days subsequent to the Closing Date of the EPA. The Company has represented to the Buyer, Seller and the Shareholders that it intends to file an SB-2 or S-3 registration statement during 2004, or will seek exemptions applicable to these Shares, and will retain counsel who is to prepare such registration within the time so stated herein so as to timely comply with the provisions hereunder. If the Company is unable, for any cause, to effect such registration, or effect such exemptions, the Seller and Buyer shall assist Company in effecting such registration, and the Company shall provide all necessary cooperation to the Buyer and Seller, within the intent of this Agreement, to complete the effectiveness of such registration, and shall reimburse Seller and Buyer for their costs of registering such shares, to the extent the Buyer and Sellers incur such costs. Failure by the Company to file by the 120th day subsequent to the Closing Date of the EPA (the "first default date") shall result in the following remedies to the Buyer, as applicable: 1) If the Company fails to file a registration statement by the 120th day subsequent to the Closing Date of the EPA, the Company shall issue 10,000 common shares to the Buyer's Shareholders named as signators below, pro-rata; and/or, 2) If the Company fails to file a registration statement by the 180th day subsequent to the Closing Date of the EPA (the "second default date") , the Seller shall: (i) rescind the transaction, repossess the Equipment, or any portion thereof not otherwise sold, retain possession of the 60,000 registered (or exempt) shares, retain possession of 200,000 of the Registrable Securities, cancel the MPC, refund to the Company the remainder of the Registrable Securities, and seek any and all legal remedies to recover the reasonable and ordinary costs to the Seller of the repossession of its Equipment; or, (ii) in the date of termination event that the Company has secured a loan or equity collateralized by the Equipment, to the extent that the MPC remains partially due, if any amount is due to the Seller, or in the event that the Company has sold all, or essentially all, of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter to such effectEquipment, addressed and acceptable to the Company’s transfer agent (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, then the Company shall (ititle to the Seller a sufficient amount of the Company's 3) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if If the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale fails to file a registration statement by the Investor 180th day subsequent to the Closing Date of the maximum number of Registrable Securities as EPA (the "second default date") , the Buyer shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so paid $5,000 as to permit the resale of a penalty for such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, default on the Business Day following the date part of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the CompanyOAS.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may permanently be sold without any restriction restrictions pursuant to Rule 144 144, 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 Investor (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than on or prior to the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on F-3 or Form S-1) F-1 or any successor form forms thereto covering the resale by the Investor of Registrable Securities and (ii) as soon as permissible under SEC rules and regulations, in the maximum case of any cutback set forth in Section 2(d), file additional Registration Statements for such Registrable Securities. Each Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities Ordinary Shares equal to the Required Registration Amount as shall be permitted to be included thereon in accordance of date the Registration Statement is initially filed with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices)SEC. The Each Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the each Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, am on the Business Day business day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities 1933 Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company. (c) During the Registration Period, the Company shall (i) promptly prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the Prospectus used in connection with a Registration Statement, which Prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration Statement effective at all times during the Registration Period, (ii) prepare and file with the SEC additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (iii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and as so supplemented or amended to be filed pursuant to Rule 424; (iv) respond as promptly as reasonably possible to any comments received from the SEC with respect to a Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Investor true and complete copies of all correspondence from and to the SEC relating to a Registration Statement (provided that the Company may excise any information contained therein which would constitute material non-public information unless the Investor has executed a confidentiality agreement with the Company); and (v) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 2(c)) by reason of the Company’s filing a report on Form 20-F or Form 6-K or any analogous report under the Exchange Act, the Company shall incorporate such report by reference into the Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement the Registration Statement.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until all the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, Securities and (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best commercially reasonable efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, am on the Business Day business day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities 1933 Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, Securities and (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) S-1 or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon Required Registration Amount in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best commercially reasonable efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day business day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations On or prior to the Filing Date, the Company shall prepare and file Registration Statements, obtain effectiveness of Registration Statements, and maintain with the continuous effectiveness of any Commission the Registration Statement that has been declared effective shall begin on covering the date hereof and continue until the earlier resale of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which 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) the "PLAN OF DISTRIBUTION" attached hereto as ANNEX A. The Company shall cause the Registration Statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date or such earlier date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without any restriction volume restrictions pursuant to Rule 144 144(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 “Registration Period”"EFFECTIVENESS PERIOD"). (b) Subject If: (i) a Registration Statement is not filed on or prior to the terms earlier of (A) the 30th day following the Closing Date and conditions of this Agreement(B) 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) as soon as practicable, but in no case later than the Filing Deadline, prepare and Company fails to file with the SEC an initial Registration Statement on Form S-3 (orCommission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, if within five Trading Days of the date that the Company is not then eligiblenotified (orally or in writing, on Form S-1whichever is earlier) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Commission that a Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts will not be "reviewed," or not subject to have further review, or (iii) prior to the date when such Registration Statement is first declared effective by the SEC as soon as practicableCommission, but the Company fails to file a pre-effective amendment and otherwise respond in no event later than writing to comments made by the Commission in respect of such Registration Statement within twenty 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 Deadline. By 9:30 amDate, Eastern Timeor (v) after a Registration Statement is first declared effective by the Commission, on it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Business Day following Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such cases fifteen Trading Days (which need not be consecutive days) in the aggregate during any12-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 effectivenessclause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clauses (iii) the date which such twenty Trading Day period is exceeded, or for purposes of clause (v) the date on which such fifteen 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 liquidated damages and not as a penalty, equal 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; 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 file with pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 2% of the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Registration StatementHolder. Prior Such liquidated damages shall be pro-rated on a daily basis for Events that occur and exist for only part of a month. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the filing of the Registration Statement with the SECdate payable, the Company shall furnish will pay interest thereon at a draft rate of the Registration Statement 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof Holder, accruing daily from the Companydate such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold On or may be sold without any restriction pursuant to Rule 144 as determined by the counsel prior to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent (the “Registration Period”). (b) Subject to the terms and conditions of this Agreementapplicable Filing Date, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective registration statement under the Securities Act for an offering to be made on Form S-3 (or, if the Company is not then eligiblea continuous basis pursuant to Rule 415, on Form S-1) S-1 (or any successor on such other form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of appropriate for such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed pricespurpose). The Such Registration Statement shall contain “Selling Stockholders” and (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur without such Holder’s written consent) the “Plan of Distribution” sections. attached hereto as Annex B. The Company shall use its reasonable best efforts to have cause the Registration Statement to be declared effective by under the SEC Securities Act as soon as practicable, but in no event later than possible and shall use its reasonable best efforts to keep the Registration Statement continuously effective during the entire Effectiveness DeadlinePeriod. By 9:30 am, Eastern Time, a.m. (New York City time) on the Business Trading Day immediately following the date Effective Date of effectivenesssuch Registration Statement, the Company shall file with the SEC Commission in accordance with Rule 424 under the Securities Act the final Prospectus prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with (whether or not such filing is technically required under such Rule). (b) Each Holder agrees to furnish to the SECCompany a completed selling stockholder questionnaire in customary form (a “Selling Holder Questionnaire”) as requested by the Company. Notwithstanding anything to the contrary contained herein, the Company shall furnish not be required to include the Registrable Securities of a draft of Holder in the Registration Statement who fails to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of a fully completed Selling Holder Questionnaire at least two Trading Days prior to the receipt thereof from the CompanyFiling Date.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness Company meets the requirements for use of Registration StatementsForm S-3 under the Securities Act, and maintain has filed with the continuous effectiveness Commission a registration statement on such Form (Registration File No. 333-211998), which became effective as of any Registration Statement that has been declared effective shall begin on June 22, 2016, for the date hereof and continue until registration under the earlier of (i) the date on which the Investor has sold all Securities Act of the Registrable SecuritiesShares. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (iithe “Rules and Regulations”) of the Commission promulgated thereunder, a supplement to the form of prospectus filed with the Commission on June 13, 2016 and related to such registration statement, relating to the offer to sell and proposed sale of the Shares and the plan of distribution thereof. Such registration statement, including the exhibits thereto, as amended at the date of termination this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form filed with the Commission on June 13, 2016, is hereinafter called the “Base Prospectus”; the supplemented form of prospectus, in the Purchase Agreement if as of such termination date form in which it will be filed with the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction Commission pursuant to Rule 144 as determined by 424(b) is hereinafter called the counsel “Prospectus Supplement”; and the Base Prospectus and Prospectus Supplement are hereinafter called the “Prospectus.” Any reference herein to the Company Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to a written opinion letter to such effectItem 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, addressed as amended (the “Exchange Act”), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be. The sale of the Shares hereunder meets the requirements of General Instruction I.B.6 of Form S-3. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act or Exchange Act, no order preventing or suspending the use of the Base Prospectus or the Prospectus Supplement has been issued and acceptable no proceedings for any of those purposes have been instituted or are pending or, to the Company’s transfer agent (the “Registration Period”). (b) Subject to the terms and conditions of this Agreementknowledge, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sectionscontemplated. The Company shall use its best efforts to have has complied with each request (if any) from the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness DeadlineCommission for additional information. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the SECSecurities Act and the Exchange Act and the applicable Rules and Regulations and did not ACTIVE/99146285.7 and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Each of the Base Prospectus and the Prospectus Supplement, as amended or supplemented, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company shall furnish a draft of makes no representations or warranties as to information, if any, contained in or omitted from the Registration Statement to the Investor for their review Prospectus Supplement or any amendment thereof or supplement thereto in reliance upon and comment. The Investor shall furnish comments on the Registration Statement in conformity with information furnished in writing to the Company within 24 hours by or on behalf of any Investor specifically for use in the receipt thereof from the CompanyProspectus Supplement.

Registration. As soon as possible following the Closing Date (a) The Company’s registration obligations set forth in this Section 2 including its obligations to but not later than the Filing Date), the Company shall prepare and file Registration Statements, obtain effectiveness of Registration Statements, and maintain with the continuous effectiveness of any Commission a “shelf” Registration Statement that has been covering all Registrable Securities for a secondary or resale offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or if such form is not available to the Company on another form appropriate for such registration in accordance herewith). The Company shall use its best efforts to cause the Registration Statement to be declared effective shall begin on under the Securities Act not later than one hundred and twenty (120) days after the Closing Date (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date hereof that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or not be subject to further review) and continue to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (ix) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effectletter, addressed and acceptable to the Company’s transfer agent to such effect (the “Registration Effectiveness Period”). (b) Subject to . For purposes of the terms and conditions obligations of the Company under this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or shall be considered “effective” with respect to any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit unless such Registration Statement lists the resale Holders of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain as “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC includes such other information as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus is required to be used in connection disclosed with sales respect to such Holders to permit them to sell their Registrable Securities pursuant to such Registration Statement, unless any such Holder is not included as a “Selling Stockholder” pursuant to Section 3(m). Prior to Upon the initial filing of thereof, the Registration Statement with the SEC, the Company shall furnish a draft cover at least 100% of the Shares and 100% of the Warrant Shares. Such Registration Statement also shall cover, to the Investor for their review extent allowable under the Securities Act and comment. The Investor shall furnish comments on the Registration Statement Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Company within 24 hours of the receipt thereof from the CompanyRegistrable Securities.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until all the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, Securities and (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, am New York time on the Business Day business day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their its review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company.

Registration. As soon as possible following the Closing Date (a) The Company’s registration obligations set forth in this Section 2 including its obligations to but not later than the Filing Date), the Company shall prepare and file Registration Statements, obtain effectiveness of Registration Statements, and maintain with the continuous effectiveness of any Commission a "shelf" Registration Statement that has been covering all Registrable Securities for a secondary or resale offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or if such form is not available to the Company on Form SB-2 or another form appropriate for such registration in accordance herewith). The Company shall use its best efforts to cause the Registration Statement to be declared effective shall begin on under the Securities Act not later than one hundred and twenty (120) days after the Closing Date (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date hereof that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not be subject to further review) and continue to keep such Registration Statement continuously effective under the Securities Act until the earlier of (ix) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effectletter, addressed and acceptable to the Company’s 's transfer agent to such effect (the “Registration Period”"EFFECTIVENESS PERIOD"). (b) Subject to . Upon the terms and conditions of this Agreementinitial filing thereof, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (orshall cover at least 100% of the shares of Common Stock for issuance upon the conversion of the Preferred Stock, if 100% of the shares of Common Stock for issuance upon the exercise of the Warrants and 100% of the other Registrable Securities. If the Commission informs the Company is that it will not then eligible, on Form S-1) or allow the Registration Statement to cover any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as Securities, then the Registration Statement shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit cover the resale highest percentage of such Registrable Securities by that the Investor under Rule 415 at then prevailing market prices (and not fixed prices)Commission will allow. The Such Registration Statement also shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts cover, to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 extent allowable under the Securities Act and the final Prospectus to be used in connection Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with sales pursuant to such Registration Statement. Prior respect to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the CompanyRegistrable Securities.

Registration. All Employee's Shares and Accrued Shares (acollectively hereafter referred to as "Employee's Shares") may be unregistered, unless registered prior to issuance. Such unregistered shares shall bear the following legend. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND REPURCHASE RIGHTS OF THE CORPORATION SET FORTH IN AN AGREEMENT BETWEEN THIS CORPORATION AND THE REGISTERED HOLDER HEREOF, DATED DECEMBER 30, 2004, A COPY OF WHICH WILL BE PROVIDED TO THE HOLDER HEREOF BY THE CORPORATION UPON WRITTEN REQUEST AND WITHOUT CHARGE. Employee's Shares shall not contain the legend set forth above, nor any other restrictive legend, if all of the following conditions are satisfied: (i) there is an effective Registration Statement under the Securities Act for the Employee's Shares at the time; and (ii) the Employee has delivered a certificate to the Company to the effect that that Employee will comply with all applicable prospectus delivery requirements under the Securities Act in any sale or transfer of the Employee's Shares by the Employee. The Company’s registration obligations Company agrees that it will provide the Employee, upon request, with a certificate or certificates representing Employee's Shares free from such legend, at such time as such legend is no longer required hereunder. Alternatively the company agrees that it will provide the Employee upon request with a certificate or certificates representing a portion of Employee's Shares (not to exceed 750,000 shares) free from such legend, upon receipt of an opinion of counsel satisfactory to the company that a sale of such shares is deemed not to be a distribution pursuant to 17 CFR 230.144 ("RULE 144"). The Company may not make any notation on its records nor give instructions to any transfer agent of the Company which enlarges the restrictions of transfer set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Period”)Section. (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to Company shall prepare and file Registration Statements, obtain effectiveness of Registration Statements, and maintain with the continuous effectiveness of any Commission a Registration Statement that has been declared effective shall begin on covering the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (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 prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold or may be sold without any restriction volume restrictions pursuant to Rule 144 144(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 Period”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) Subject If (subject to Section 6): (i) a Registration Statement is not filed on or prior to its Filing Date (if the terms Company files a Registration Statement without affording the Holders the opportunity to review and conditions of this Agreementcomment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) as soon as practicable, but in no case later than the Filing Deadline, prepare and Company fails to file with the SEC an initial Registration Statement on Form S-3 (orCommission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, if within five Trading Days of the date that the Company is not then eligiblenotified (orally or in writing, on Form S-1whichever is earlier) or any successor form thereto covering the resale by the Investor Commission that a Registration Statement will not be "reviewed," or not subject to further review; or (iii) prior to its 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 14 calendar days after the maximum number receipt of Registrable Securities as shall be permitted comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices declared effective; or (and not fixed prices). The iv) a Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts filed or required to have the Registration Statement be filed hereunder is not declared effective by the SEC as soon as practicable, but in no event later than Commission by its Effectiveness Date; or (v) after the Effectiveness Deadline. By 9:30 amDate, Eastern Timea Registration Statement 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 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 (ii) 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 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, on each such Event Date and on each monthly anniversary of each such Event Date (if the Business Day following applicable Event shall not have been cured by such date) until the date of effectivenessapplicable Event is cured, the Company shall file with pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.5% of the SEC in accordance with Rule 424 outstanding principal of the Notes for any Registrable Securities then held by such Holder 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. The maximum aggregate liquidated damages that shall be payable to a Holder under this Agreement shall be 10% of the Securities Act the final Prospectus to be used in connection with sales remaining balance of aggregate Subscription Amount paid by such Holder pursuant to such Registration Statementthe Purchase Agreement. Prior If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the filing of the Registration Statement with the SECdate payable, the Company shall furnish will pay interest thereon at a draft rate of the Registration Statement 20% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Investor for their review and commentHolder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The Investor shall furnish comments on the Registration Statement partial liquidated damages pursuant to the Company within 24 hours terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the receipt thereof from the Companycure of an Event.

Registration. As soon as possible following the Closing Date (a) The Company’s registration obligations set forth in this Section 2 including its obligations to but not later than the Filing Date), the Company shall prepare and file Registration Statements, obtain effectiveness of Registration Statements, and maintain with the continuous effectiveness of any Commission a "shelf" Registration Statement that has been covering all Registrable Securities for a secondary or resale offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or if such form is not available to the Company on another form appropriate for such registration in accordance herewith). The Company shall use its best efforts to cause the Registration Statement to be declared effective shall begin on under the Securities Act not later than sixty (60) days after the Closing Date (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date hereof that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not be subject to further review) and continue to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (ix) the date on which the Investor has when all Registrable Securities covered by such Registration Statement have been sold all of the Registrable Securities, or (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iiiy) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effectletter, addressed and acceptable to the Company’s 's transfer agent to such effect (the “Registration "Effectiveness Period”"). (b) Subject to . Upon the terms and conditions of this Agreementinitial filing thereof, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” cover at least 100% of the Shares and “Plan 110% of Distribution” sectionsthe shares of Common Stock for issuance upon the exercise of the Warrants. The Company shall use its best efforts to have the Such Registration Statement declared effective by also shall cover, to the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 extent allowable under the Securities Act and the final Prospectus to be used in connection Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with sales pursuant to such Registration Statement. Prior respect to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the CompanyRegistrable Securities.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable SecuritiesSecurities or may sell all of the Registrable Securities without any restrictions pursuant to Rule 144, and (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon Required Registration Amount in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best commercially reasonable efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, am New York time on the Business Day business day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish provide any comments on the draft Registration Statement to the Company within 24 hours two business days of receipt of the receipt thereof draft from the Company.

Registration. No later than thirty (a30) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) days after the date of termination of the Purchase this Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration PeriodClosing Date”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial a Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of all of the maximum number shares of Common Stock sold in the Common Stock Offering (the “Registrable Securities as shall be permitted Securities”) for an offering to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as made on a continuous basis pursuant to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices)of the Securities Act. For purposes of this Agreement, any substitute or replacement registration statement shall mean the Registration Statement. The Registration Statement filed hereunder shall contain “Selling Stockholders” and “Plan of Distribution” sectionsbe on Form S-1 or such other form as is available to register for resale the Registrable Securities as a secondary offering. The Company shall use its best commercially reasonable efforts to have the cause such Registration Statement to be declared effective by under the SEC as soon as practicable, but in no event Securities Act not later than 180 days after the Closing Date. The Company shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the earliest of: (i) such time as all Registrable Securities covered by such Registration Statement have been sold thereunder or pursuant to Rule 144, (ii) such time after the expiration of the Lock Up Period and all Registrable Securities covered by such Registration Statement may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, or (iii) the five (5) year anniversary of the Closing Date (such period, the “Effectiveness DeadlinePeriod”). By 9:30 amThe Company shall promptly notify each Investor of the effectiveness of a Registration Statement. In the event that, Eastern Timefollowing the five (5) year anniversary of the Closing Date, the Investors hold at least the lesser of (x) an aggregate of $500,000 of Registrable Securities and (y) 500,000 shares of Common Stock (subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events), Palm may, provided that Palm remains an affiliate of the Company, request that the Company file a replacement Registration Statement for any such remaining Registrable Securities on the Business Day following the date of effectivenessterms set forth in this Section 5, which the Company shall file with within thirty (30) days after such request and use its commercially reasonable to cause to become effective as promptly as practicable after such filing, provided further that the SEC in accordance with Rule 424 under Effectiveness Period for any such replacement Registration Statement shall not extend beyond the Securities Act two (2) year anniversary of the final Prospectus to be used in connection with sales pursuant to date when such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Companybecomes effective.

Registration. The Company shall (ai) The Company’s registration obligations set forth in this Section 2 including its obligations use commercially reasonable efforts to file within thirty (30) calendar days after the Business Combination Closing (the “Filing Date”) a registration statement on Form S-1 (a “Forward Registration StatementsStatement”) covering the resale of the Securities and underlying securities (collectively, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any “Registrable Securities”); pursuant to Rule 415 under the Securities Act; (ii) use commercially reasonable efforts to cause a Forward Registration Statement that has been to be declared effective shall begin on under the date hereof and continue until Securities Act as soon as practicable after the filing thereof but no later than the earlier of (i) the 90th calendar day (or 120th calendar day if the SEC notifies the Company that it will “review” the Registration Statement) following the Business Combination Closing and (ii) the 10th Business Day after the date on which the Investor has sold all Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”); provided, however, that the Company’s obligation to include the Registrable Securities in the Forward Registration Statement is contingent upon the Purchaser furnishing in writing to the Company such information regarding the Purchaser, the securities of the Company held by the Purchaser and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Company to effect the registration of the Registrable Securities, (ii) and the date of termination of the Purchase Agreement if Purchaser shall execute such documents in connection with such registration as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to may reasonably request that are customary of a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent (the “selling stockholder in similar situations. The Company shall maintain each Forward Registration Period”). (b) Subject to Statement in accordance with the terms and conditions of this Agreement, hereof (provided that the Company shall (i) be entitled to postpone and suspend the effectiveness or use of the Forward Registration Statement during any customary blackout or similar period or as soon as practicablepermitted hereunder), but in no case later than the Filing Deadline, and shall prepare and file with the SEC an initial such amendments, including post-effective amendments, and supplements as may be necessary to keep such Forward Registration Statement on Form S-3 (orcontinuously effective, if available for use and in compliance with the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor provisions of the maximum number of Securities Act until such time as there are no longer any Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of on such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Forward Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sectionsStatement. The Company shall use its best commercially reasonable efforts to have convert the Forward Registration Statement to a Form S-3 or F-3 or similar as soon as practicable after the Company is eligible to use such short-form registration statement. For purposes of clarification, any failure by the Company to file the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than Filing Date or to effect such Registration Statement by the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, Date shall not otherwise relieve the Company shall of its obligations to file with or effect the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Forward Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Companyas set forth in this Section 4.

Registration. (a) On or prior to the 120th 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 a Registration Statement covering the resale of 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 415 (the “Initial Registration Statement”). The Company’s Initial Registration Statement 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 such registration obligations shall be on another appropriate form in accordance herewith). 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 proposed to be filed and shall consider all appropriate comments that are timely provided by such Holder with respect to the 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 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 Initial Registrable Securities have been 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 free of any restrictions under Rule 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) 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 including 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 obligations 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 file cause such Registration StatementsStatement 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), obtain the Company shall follow the same procedure of preparing, filing and seeking effectiveness of Registration Statements, and maintain the continuous effectiveness of any such Registration Statement as it did for the Initial Registration Statement, provided, however, that has been declared effective the time periods in this section shall begin on the date hereof and continue until the earlier of control. (d) If (i) the date Initial Registration Statement is not filed on which or prior to the Investor has sold all of the Registrable SecuritiesEffectiveness Date, (ii) a Subsequent Registration Statement is not filed on or prior to the date of termination 30 days after the Company receives a Registration Request or 60 days as applicable, (iii) a Demand Registration is not filed on or prior to the date 30 days after the Company receives a Demand Notice, or 60 days as applicable or (iv) the Registration Statement covering the Registrable Securities ceases to be effective or usable in the case of the Purchase Agreement if as 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 termination 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 that cures such failure and that is itself, in the Investor holds no Registerable case of a post-effective amendment, declared effective within ten Trading Days of filing with the Commission) or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities for 20 consecutive Trading Days or in any individual case an aggregate of 30 Trading Days during any twelve-month period (which need not be consecutive Trading Days) (any of the foregoing being a “Registration Default” and for purposes of clauses (i), (ii) and (iii) the date on which all such Registration Default occurs, or for purposes of clause (iv) the Registrable Securities have been sold date on which such 20 or may be sold without any restriction pursuant to Rule 144 30 Trading Day period, as determined by the counsel to the Company pursuant to applicable, is exceeded, each being a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent (the “Registration PeriodDefault Date”). (b) Subject then, subject to the terms and conditions of this AgreementSection 3, the Company shall pay to each Holder an amount in cash, as liquidated damages and not a penalty (i“Liquidated Damages”) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor equal to 1% of the maximum number sum of: (A) the Converted Debt Amount which was converted into Common Stock pursuant to Section 2.9 of Registrable Securities as shall be permitted the A/R Loan Agreement, plus (B) any interest paid through the issuance of Shares pursuant to be included thereon in accordance with applicable SEC rulesSection 2.5(a) of the A/R Loan Agreement, regulations and interpretations so as to permit which the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices)Registration Default relates. The foregoing represents the sole monetary remedy to any Holder in connection with any Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sectionsDefault. The Company shall use its best efforts 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 subsequent month within seven calendar days after the end of such month. If the Company fails to have 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 8% 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. 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 soon as practicable, but in to any Registrable Security from and after the earlier of (x) the date such security is no event later than longer a Registrable Security and (y) expiration of the Effectiveness DeadlinePeriod. (e) The 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 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. By 9:30 amEach Holder further agrees that it shall not be entitled to be named as a selling stockholder in any Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time, Eastern Time, on unless such Holder has returned this information to the Business Day following Company. Each Holder acknowledges and agrees that the date 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 effectivenessany 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 the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing any of its affiliates, owns less than 10% of the Registration Statement with issued and outstanding Common Stock and the SECRegistrable Securities may be sold free of any restrictions under Rule 144. Upon such occurrence, the Company shall furnish take, at its sole expense, such further action, including the provision of a draft of legal opinion, as any Holder may reasonably request from time to time to enable such Holder to sell the Registration Statement to Registrable Securities without registration under the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the CompanySecurities Act.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until all the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, Securities and (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, am on the Business Day business day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities 1933 Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold On or may be sold without any restriction pursuant to Rule 144 as determined by the counsel prior to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent (the “Registration Period”). (b) Subject to the terms and conditions of this Agreementapplicable Filing Date, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement (other than Shares and Warrant Shares to be issued (or which shall be issuable) at the Second Closing if the Stockholder Approval has not yet been obtained) for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (or, if the Company is not then eligible, or on Form S-1) or any successor such other form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of appropriate for such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed pricespurpose). The Such Registration Statement shall contain “Selling Stockholders” and (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur without such Holder’s consent) the “Plan of Distribution” sections. attached hereto as Annex A. The Company shall cause 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 reasonable best efforts to have keep the Registration Statement declared continuously effective during the entire Effectiveness Period. The initial Registration Statement shall contain 1) Shares (other than Shares to be issued at the Second Closing if Stockholder Approval has not yet been obtained), 2) the Warrant Shares (other than Warrant Shares which are issuable at the Second Closing if Stockholder Approval has not yet been obtained), 3) the Placement Agent Warrant Shares and 4) the securities included in such Registration Statement in accordance with Section 6(b) (by reference to Schedule 3.1(v) to the SEC as soon as practicablePurchase Agreement). In the event that the amount of securities which may be included in the Registration Statement filed pursuant to this Section 2(a) is limited due to Commission Comments, but the inclusion of the Shares in no event later than such initial Registration Statement shall take precedence over and shall not be cut back until the Effectiveness Deadlinefollowing securities of the Company are cut back and removed from such Registration Statement (in the following order): (i) Placement Agent Warrant Shares, (ii) any securities of the Company to be included in such Registration Statement pursuant to Section 6(b) (by reference to Schedule 3.1(v) to the Purchase Agreement) and (iii) Warrant Shares. Any required cutbacks of Shares or Warrant Shares shall be applied to the Investors pro-rata in accordance with the number of such Shares or Warrant Shares sought to be included in such Registration Statement by reference to such Investor’s (and in the case of a subsequent transfer the initial Investor’s) Investment Amount relative to all Investment Amounts. By 9:30 am, Eastern Time, 5:00 p.m. (New York City time) on the Business Day immediately following the date Effective Date of effectivenesssuch Registration Statement, the Company shall file with the SEC Commission in accordance with Rule 424 under the Securities Act the final Prospectus prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). (b) If all of the Registrable Securities cannot be included in the Registration Statement filed pursuant to Section 2(a) due to either Commission Comments or the failure of the Company to obtain the Stockholder Approval by the time the initial Registration Statement was filed with the Commission, then the Company shall prepare and file by the applicable Filing Date for such Registration Statement(s), such number of additional Registration Statements as may be necessary in order to ensure that all Registrable Securities are covered by an existing and effective Registration Statement. Prior If an initial Registration Statement is filed under Section 2(b) and Commission Comments require shares to be removed for such newly filed Registration Statement under this Section 2(b), then the Company will prepare and file additional Registration Statements until such time as all such required shares are covered by effective Registration Statements. Any Registration Statements to be filed under this Section shall be for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (or on such other form appropriate for such purpose). Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur without such Holder’s consent) the “Plan of Distribution” attached hereto as Annex A. The Company shall cause such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, by its Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period. In the event that the amount of securities which may be included in the Registration Statement filed pursuant to this Section 2(b) is limited due to Commission Comments, the inclusion of the Shares in such Registration Statement shall take precedence over and shall not be cut back until the following securities of the Company are cut back and removed from such Registration Statement (in the following order): (i) Placement Agent Warrant Shares, (ii) any securities of the Company to be included in such Registration Statement pursuant to Section 6(b) (by reference to Schedule 3.1(v) to the Purchase Agreement) and (iii) Warrant Shares. Any required cutbacks of Shares or Warrant Shares shall be applied to the Investors pro-rata in accordance with the number of such Shares or Warrant Shares sought to be included in such Registration Statement by reference to such Investor’s (and in the case of a subsequent transfer the initial Investor’s) Investment Amount relative to all Investment Amounts. By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing of is technically required under such Rule). (c) If for any reason: (i) a Registration Statement is not filed on or prior to its Filing Date covering the Registrable Securities required under this Agreement to be included therein (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)), or (ii) a Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date, or if by the Business Day immediately following the Effective Date the Company shall not have filed a “final” prospectus for the Registration Statement with the SECCommission under Rule 424(b) in accordance with Section 2(a) or 2(b) herein, as the Company shall furnish case may be (whether or not such a draft prospectus is technically required by such Rule), or (iii) during the one year period following the Effective Date of the Registration Statement filed pursuant to Section 2(a), without regard for the reason thereunder or efforts therefor, a Registration Statement required to be effective ceases for any reason to be effective and available to the Investor Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for their review and comment. The Investor shall furnish comments on more than five Trading Days, or following the one year anniversary of the Effective Date of the Registration Statement filed pursuant to Section 2(a), without regard for the reason thereunder or efforts therefor, a Registration Statement required to be effective ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for more than an aggregate of 20 Trading Days (which need not be consecutive) in any twelve month period (plus up to five Trading Days immediately preceding the filing of the Company’s Annual Report on Form 10-K if the Company determines in good faith that a blackout is necessary in order to include updated annual financial statements of the Company in a Registration Statement) (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 5 or 20, as applicable, Trading Day-period referenced above is exceeded, being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: on such Event Date 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 1.0% of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement. The parties agree that the Company will not be liable for liquidated damages under this Agreement with respect to any Warrants, Warrant Shares, or Placement Agent Warrant Shares. In no event will the Company be liable for liquidated damages under this Agreement in excess of 1.0% of the aggregate Investment Amount of the Holders in any 30-day period and the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be ten percent (10%) of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement. 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. The Company shall not be liable for liquidated damages under this Agreement as to any Registrable Securities which are not permitted by the Commission to be included in a Registration Statement due solely to Commission Comments from the time that it is determined that such Registrable Securities are not permitted to be registered solely due to Commission Comments until such time as the provisions of this Agreement as to the next applicable Registration Statement required to be filed hereunder are triggered, in which case the provisions of this Section 2(c) shall once again apply, if applicable. In such case, the liquidated damages shall be calculated to only apply to the percentage of Registrable Securities which are permitted in accordance with Commission Comments to be included in such Registration Statement. (d) Each Holder agrees to furnish to the Company within 24 hours a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The Company shall not be required to include the Registrable Securities of a Holder in a Registration Statement and shall not be required to pay any liquidated or other damages under Section 2(c) to any Holder who fails to furnish to the receipt thereof from Company a fully completed Selling Holder Questionnaire at least two Trading Days prior to the CompanyFiling Date (subject to the requirements set forth in Section 3(a)).

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its commercial best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations On or prior to each Filing Date, the Company shall prepare and file Registration Statements, obtain effectiveness of Registration Statements, and maintain with the continuous effectiveness of any Commission a Registration Statement that has been declared effective shall begin on covering the date hereof and continue until the earlier resale of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which 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. Each 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 such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex 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 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 no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without any restriction volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, 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 “Registration 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) Subject 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 Warrant Shares underlying Series H-1 and H-2 Warrants (as directed by the applicable Holder with respect to the Series H-1 and H-2 Warrants) (applied, in the case that some such Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders); and c. Third, the Company shall reduce Registrable Securities represented by Shares and Series I Warrants (applied, in the case that some Shares and Series I Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares and Series I Warrant 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 H▇▇▇▇▇’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein or the Company subsequent withdraws the filing of the Registration Statement, the Company shall be deemed to have not satisfied this clause (i) as of the Filing Date), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated 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 such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, 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 ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date 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) or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or 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, on each such Event Date 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 the product of 1.0% multiplied by 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 18% 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 and conditions hereof shall apply on a daily pro rata basis for any portion of this Agreementa 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 practicablesuch form is available, but provided that the Company shall maintain the effectiveness of the Registration Statement then in no case later than the Filing Deadline, prepare and file with the SEC an initial effect until such time as a Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement has been declared effective by the SEC as soon as practicableCommission. (f) Notwithstanding anything to the contrary contained herein, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, shall the Company shall file with be permitted to name any Holder or affiliate of a Holder as any “underwriter” without the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to prior written consent of such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the CompanyHolder.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file a Registration StatementsStatement, obtain effectiveness of the Registration StatementsStatement, and maintain the continuous effectiveness of any Registration Statement that has have been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may permanently be sold without any restriction restrictions pursuant to Rule 144 144, 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 Investor (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than on or prior to the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) S-1 or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices)Securities. The Registration Statement shall contain the “Selling Stockholders” and “Plan of Distribution” sectionssections in the form appropriate for such a transaction. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, am on the Business Day business day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities 1933 Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 twenty-four (24) hours of the receipt thereof from the Company. (c) During the Registration Period, the Company shall (i) promptly prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the Prospectus used in connection with the Registration Statement, which Prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration Statement effective at all times during the Registration Period, (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any comments received from the SEC with respect to a Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Investors true and complete copies of all correspondence from and to the SEC relating to a Registration Statement (provided that the Company may excise any information contained therein which would constitute material non-public information as to any Investor which has not executed a confidentiality agreement with the Company); and (iv) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 2(c)) by reason of the Company’s filing a report on Form 10-K, Form 10-Q, or Form 8-K or any analogous report under the Securities Exchange Act, the Company shall incorporate such report by reference into the Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement the Registration Statement.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the The Company shall (i) as soon as practicable, but in no case later than use its reasonable best efforts to keep the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (orSEC File No. 333-145430) filed pursuant to the Amended and Restated Registration Rights Agreement continuously effective for a period of five (5) years after the Registration Statement first became effective, if subject to the terms of this Agreement. The Company shall promptly amend such Registration Statement from time to time to include any Registrable Securities that are issued at any time after the original filing upon written notice to the Company is not then eligibleby any Holder regarding the request for registration of such newly issued Registrable Securities. (ii) Within one hundred and twenty (120) days of the date hereof, the Company shall file a Registration Statement on Form S-1) or any successor form thereto covering S-3 under the Securities Act registering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices)under the Securities Act of all of the Registrable Securities that may be issued upon the exercise of the Warrants. The Registration Statement shall contain “Selling Stockholders” provide for the resale from time to time, and “Plan pursuant to any method or combination of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective methods legally available on Form S-3, by the SEC as soon as practicableHolders of any and all Registrable Securities that may be issued upon the exercise of the Warrants, but such methods of distribution to be provided in writing to the Company no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior seven (7) days prior to the filing effective date of the Registration Statement with the SEC. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as possible, but in any event, no later than sixty (60) days from the date of filing, and shall use its reasonable best efforts to keep the Registration Statement continuously effective for a period of five (5) years after such Registration Statement first becomes effective, subject to the terms of this Agreement. The Company shall promptly amend such Registration Statement from time to time to include any Registrable Securities that are issued at any time after the original filing upon written notice to the Company by any Holder regarding the request for registration of such newly issued Registrable Securities. (iii) Within thirty (30) days of the date hereof, the Company shall furnish file a draft Registration Statement on Form S-3 under the Securities Act registering the resale under Rule 415 under the Securities Act of all of the Registrable Securities that have been issued to the Tontine Stockholders after the date of the Amended and Restated Registration Rights Agreement. The Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available on Form S-3, by the Holders of any and all Registrable Securities that have been issued after the date of the Amended and Restated Registration Rights Agreement, such methods of distribution to be provided in writing to the Company no later than seven (7) days prior to the effective date of the Registration Statement to with the Investor for their review and commentSEC. The Investor Company shall furnish comments on use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as possible, but in any event, no later than sixty (60) days from the date of filing, and shall use its reasonable best efforts to keep the Registration Statement continuously effective for a period of five (5) years after such Registration Statement first becomes effective, subject to the terms of this Agreement. The Company shall promptly amend such Registration Statement from time to time to include any Registrable Securities that are issued at any time after the original filing upon written notice to the Company within 24 hours by any Holder regarding the request for registration of such newly issued Registrable Securities. (b) If for any reason the SEC does not permit all of the receipt thereof Registrable Securities to be included in a Registration Statement filed pursuant to Section 1.2(a) or Section 1.3 below or for any other reason all Registrable Securities are not then included in such an effective Registration Statement, then the Company shall prepare and file as soon as reasonably possible after the date on which the SEC shall indicate as being the first date or time that 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. Each such Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available on Form S-3 by the CompanyHolders of any and all Registrable Securities, such methods of distribution to be provided in writing to the Company no later than seven (7) days prior to the effective date of the Registration Statement with the SEC. The Company shall use its reasonable best efforts to cause each such Registration Statement to be declared effective and to keep the Registration Statement continuously effective for a period of five (5) years after the Registration Statement first becomes effective.

Registration. As soon as possible following the Closing Date (a) The Company’s registration obligations set forth in this Section 2 including its obligations to but not later than the Filing Date), the Company shall prepare and file Registration Statements, obtain effectiveness of Registration Statements, and maintain with the continuous effectiveness of any Commission a "shelf" Registration Statement that has been covering all Registrable Securities for a secondary or resale offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or if such form is not available to the Company on another form appropriate for such registration in accordance herewith). The Company shall use its best efforts to cause the Registration Statement to be declared effective shall begin on under the Securities Act not later than the Effective Date (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date hereof that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not be subject to further review) and continue to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (ix) the date on which the Investor has sold when all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities covered by such Registration Statement have been sold or (y) with respect to any Holder, such time as all Registrable Securities held by such Holder may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effectletter, addressed and acceptable to the Company’s 's transfer agent to such effect (the “Registration "Effectiveness Period”"). (b) Subject to . For purposes of the terms and conditions obligations of the Company under this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or shall be considered "effective" with respect to any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit unless such Registration Statement lists the resale Holders of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “as "Selling Stockholders” " and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC includes such other information as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus is required to be used in connection disclosed with sales respect to such Holders to permit them to sell their Registrable Securities pursuant to such Registration Statement, unless any such Holder is not included as a "Selling Stockholder" pursuant to Section 3(m). Prior to Upon the initial filing of thereof, the Registration Statement with the SEC, the Company shall furnish a draft cover at least 100% of the Purchased Shares and 100% of the Warrant Shares. Such Registration Statement also shall cover, to the Investor for their review extent allowable under the Securities Act and comment. The Investor shall furnish comments on the Registration Statement Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Company within 24 hours of the receipt thereof from the CompanyRegistrable Securities.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until all the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, Securities and (ii) the date of termination of the Securities Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon Required Registration Amount in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best commercially reasonable efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, 5:00 pm on the Business Day business day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their its review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to Company shall prepare and file Registration Statements, obtain effectiveness of Registration Statements, and maintain with the continuous effectiveness of any Commission a Registration Statement that has been declared effective shall begin on covering the date hereof and continue until the earlier resale of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all 125% of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (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 prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold or may be sold without any restriction volume restrictions pursuant to Rule 144 144(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 “Registration 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) Subject If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the terms Company files a Registration Statement without affording the Holders the opportunity to review and conditions of this Agreementcomment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) as soon as practicable, but in no case later than the Filing Deadline, prepare and Company fails to file with the SEC an initial Registration Statement on Form S-3 (orCommission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, if within five Trading Days of the date that the Company is not then eligiblenotified (orally or in writing, on Form S-1whichever is earlier) or any successor form thereto covering the resale by the Investor Commission that a Registration Statement will not be “reviewed,” or not subject to further review; or (iii) prior to its 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 90 calendar days after the maximum number receipt of Registrable Securities as shall be permitted comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices declared effective; or (and not fixed prices). The iv) a Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts filed or required to have the Registration Statement be filed hereunder is not declared effective by the SEC as soon as practicable, but in no event later than Commission by its Effectiveness Date; or (v) after the Effectiveness Deadline. By 9:30 amDate, Eastern Timea Registration Statement 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 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) as a result of actions of the Company (any such failure or breach being referred to as an “Event”, and for purposes of clause (ii) 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 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, on each such Event Date and on each monthly anniversary of each such Event Date (if the Business Day following applicable Event shall not have been cured by such date) until the date of effectivenessapplicable Event is cured, the Company shall file with pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.5% of the SEC in accordance with Rule 424 under outstanding principal of the Notes for any Registrable Securities Act then held by such Holder for the final Prospectus first 30 days (or part thereof) after the Filing Date or Effectiveness Date, 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 be used in connection with sales pay any partial liquidated damages pursuant to such Registration Statement. Prior to this Section in full within seven days after the filing of the Registration Statement with the SECdate payable, the Company shall furnish will pay interest thereon at a draft rate of the Registration Statement 20% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Investor for their review and commentHolder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The Investor shall furnish comments on the Registration Statement partial liquidated damages pursuant to the Company within 24 hours terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the receipt thereof from the Companycure of an Event.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective (other than during a Black Out Period or PEA Period) shall begin on the date hereof and continue until all the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, Securities and (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall use its reasonable best efforts to (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) F-1 or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, am on the Business Day business day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities 1933 Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 48 hours of the receipt thereof from the Company.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction restrictions pursuant to Rule 144 144, 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than on or prior to the Filing DeadlineDeadline in respect of the initial Registration Statement, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of Registrable Securities, (ii) on or prior to the maximum number Filing Deadline in respect of the Option Debenture and Option Warrant, prepare and file with the SEC a Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of Registrable Securities, and (ii) on or prior to the 30th calendar day following receipt of each written notice by the Investor (a “Demand Notice”) delivered pursuant to the terms hereof, prepare and file an additional Registration Statement covering the resale by the Investor of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities not covered by the Investor under Rule 415 initial Registration Statement or any subsequent Registration Statement. Each Registration Statement prepared pursuant hereto shall register for resale at then prevailing market prices (and not fixed prices)least the number of shares of Common Stock equal to the Required Registration Amount as of date the Registration Statement is initially filed with the SEC. The Each Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the each Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, New York time on the Business Day business day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company. For the purposes hereof, the Investor shall be entitled to deliver a Demand Notice to the Company at any time during the Registration Period if at such time (i) no Registration Statement is then in effect which the Investor may use to resell Registrable Securities, or (ii) a Registration Statement is effective, but the Holder has resold substantially all of the shares of Common Stock registered on such Registration Statement. In addition, the Investor may deliver a Demand Notice to the Company at any time during the Registration Period during which (i) the Company does not have a class of securities listed, or approved for listing, on a national securities exchange registered pursuant to Section 6 of the Exchange Act, or (ii) Rule 144, as amended, would not allow the “tacking” of the holding period of the Convertible Debenture onto the holding period of the Conversion Shares issuable upon conversion thereof. (c) During the Registration Period, the Company shall (i) promptly prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the Prospectus used in connection with a Registration Statement, which Prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration Statement effective at all times during the Registration Period, (ii) prepare and file with the SEC additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities in accordance with the terms of this Agreement; (iii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and as so supplemented or amended to be filed pursuant to Rule 424; (iv) respond as promptly as reasonably possible to any comments received from the SEC with respect to a Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Investor true and complete copies of all correspondence from and to the SEC relating to a Registration Statement (provided that the Company may excise any information contained therein which would constitute material non-public information as to any Investor which has not executed a confidentiality agreement with the Company); and (v) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 2(c)) by reason of the Company’s filing a report on Form 10-K, Form 10-Q, or Form 8-K or any analogous report under the Securities Exchange Act, the Company shall incorporate such report by reference into the Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement the Registration Statement.

Registration. (a) The Company’s registration obligations set forth Company shall as soon as reasonably practicable prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-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) the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Section 2 including Agreement, the Company shall use its obligations best efforts to file cause the Registration StatementsStatement to be declared effective under the Securities Act as promptly as possible after the filing thereof, obtain effectiveness of Registration Statementsbut in any event not later than the Effectiveness Date, and maintain shall use its best efforts to keep the continuous effectiveness of any Registration Statement that has been declared continuously effective shall begin on under the date hereof and continue Securities Act until the earlier of of: (i) the date on which when all Registrable Securities covered by the Investor has sold all of the Registrable SecuritiesRegistration Statement have been sold, (ii) when all Registrable Securities covered by the date of termination of Registration Statement may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities Act, and (iii) one year from the date on which all of issuance of the applicable Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Effectiveness Period”). (b) Subject 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 terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities owned by each Holder, or in such other proportions as shall mutually be permitted 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 thereon in accordance with applicable SEC rulesthe 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, regulations then the Company shall prepare and interpretations so file as to permit soon as possible after the date on which such filing may be made an additional Registration Statement covering the resale of such all Registrable Securities not already covered by the Investor under an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 at then prevailing market prices (and not fixed prices)415. The Each such Registration Statement shall contain “Selling Stockholders” and (except if otherwise directed by the Holders) the “Plan of Distribution” sections. attached hereto as Annex A. The Company shall use its best efforts to have the cause each such Registration Statement to be declared effective by under the SEC Securities Act as soon as practicablepossible but, but in any event, no event 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 DeadlinePeriod. (c) Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the Commission (the “Staff”) or the Commission requires any 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 such Holder does not consent to being so named as an underwriter in such Registration Statement, then in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such Holder, until such time as the Staff or the Commission does not require such identification or until such Holder accepts such identification and the manner thereof. By 9:30 amIn the event of any reduction pursuant to this Section 2(c), Eastern Timeno Holder shall have any claim against the Company as a result of such reduction. In the event of any reduction in Registrable Securities pursuant to this Section 2(c), on an affected Holder shall have the Business Day right to require, upon delivery of a written request to the Company signed by the Holder, the Company to file a registration statement within 30 days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the Commission) for re-sale by such Holder in a manner acceptable to such 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) all Registrable Securities held by such Holder have been registered pursuant to an effective Registration Statement in a manner acceptable to such Holder or (ii) the Registrable Securities may be resold by such Holder without restriction (including volume limitations) pursuant to Rule 144(b)(i) of the Securities Act (taking account of any Staff position with respect to “affiliate” status) or (iii) one year from the date of effectivenessissuance of the applicable Registrable Securities or (iv) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to Holder as to all Registrable Securities held by such Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the re-sale thereof by such Holder as contemplated above). (d) By 5:30 p.m. on the Trading Day immediately following the Effective Date of each Registration Statement, the Company shall file with the SEC Commission in accordance with Rule 424 under the Securities Act the final Prospectus prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction restrictions pursuant to Rule 144 144, 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than on or prior to the Filing DeadlineDeadline in respect of the initial Registration Statement, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of Registrable Securities, (ii) on or prior to the maximum number Filing Deadline in respect of the Option Debenture and Option Warrant, prepare and file with the SEC an registration Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of Registrable Securities, and (ii) on or prior to the 30th calendar day following receipt of each written notice by the Investor (a “Demand Notice”) delivered pursuant to the terms hereof, prepare and file an additional Registration Statement covering the resale by the Investor of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities not covered by the Investor under Rule 415 initial Registration Statement or any subsequent Registration Statement. Each Registration Statement prepared pursuant hereto shall register for resale at then prevailing market prices (and not fixed prices)least the number of shares of Common Stock equal to the Required Registration Amount as of date the Registration Statement is initially filed with the SEC. The Each Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the each Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, New York time on the Business Day business day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company. For the purposes hereof, the Investor shall be entitled to deliver a Demand Notice to the Company at any time during the Registration Period if at such time (i) no Registration Statement is then in effect which the Investor may use to resell Registrable Securities, or (ii) a Registration Statement is effective, but the Holder has resold substantially all of the shares of Common Stock registered on such Registration Statement. In addition, the Investor may deliver a Demand Notice to the Company at any time during the Registration Period during which (i) the Company does not have a class of securities listed, or approved for listing, on a national securities exchange registered pursuant to Section 6 of the Exchange Act, or (ii) Rule 144, as amended, would not allow the “tacking” of the holding period of the Convertible Debenture onto the holding period of the Conversion Shares issuable upon conversion thereof. (c) During the Registration Period, the Company shall (i) promptly prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the Prospectus used in connection with a Registration Statement, which Prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration Statement effective at all times during the Registration Period, (ii) prepare and file with the SEC additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities in accordance with the terms of this Agreement; (iii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and as so supplemented or amended to be filed pursuant to Rule 424; (iv) respond as promptly as reasonably possible to any comments received from the SEC with respect to a Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Investor true and complete copies of all correspondence from and to the SEC relating to a Registration Statement (provided that the Company may excise any information contained therein which would constitute material non-public information as to any Investor which has not executed a confidentiality agreement with the Company); and (v) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 2(c)) by reason of the Company’s filing a report on Form 10-K, Form 10-Q, or Form 8-K or any analogous report under the Securities Exchange Act, the Company shall incorporate such report by reference into the Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement the Registration 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 the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company’s Registration Statement 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 such registration obligations set forth shall be on another appropriate form in accordance herewith). Not less than ten business days prior to filing of the Registration Statement, the Company shall provide each Holder with a copy of the Registration Statement proposed to be filed and shall consider all appropriate comments that are timely provided by such Holder with respect to the Registration Statement. Subject to the terms of this Section 2 including Agreement, the Company shall use its obligations commercially reasonable best efforts to file cause the Registration StatementsStatement to be declared effective under the Securities Act as promptly as possible after the filing thereof, obtain effectiveness of Registration Statementsbut in any event prior to the Effectiveness Date, and maintain shall use its commercially reasonable best efforts to keep the continuous effectiveness of any Registration Statement that has been declared continuously effective shall begin on under the date hereof and continue Securities Act until the earlier of (i) all Registrable Securities covered by the Registration Statement have been sold, or (ii) subject to the next successive sentence, (A) Hercules, together with any of its affiliates, owns less than 10% of the issued and outstanding Common Stock and (B) the Registrable Securities may be sold free of any restrictions under Rule 144 (the “Effectiveness Period”). Upon the Registration Statement ceasing to be effective in connection with clause (ii) 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. (b) The Company shall notify the Holders via facsimile or electronic mail of the effectiveness of the 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 Effectiveness Date, file a Form 424(b)(5) with the Commission. (c) If (i) the Registration Statement is not declared effective by the Commission within 250 days of September 13, 2010, or (ii) following the date in clause (i), the Registration Statement covering the Registrable Shares ceases to be effective or usable at any time during the Effectiveness Period (without being succeeded on the same date immediately by a post-effective amendment or supplement to the Registration Statement that cures such failure and that is itself, in the case of a post-effective amendment, declared effective within ten Trading Days of filing with the Commission) or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities for 20 consecutive Trading Days or in any individual case an aggregate of 30 Trading Days during any twelve-month period (which need not be consecutive Trading Days) (any of the foregoing being a “Registration Default” and for purposes of clause (i) the date on which the Investor has sold all such Registration Default occurs, or for purposes of the Registrable Securities, clause (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold such 20 or may be sold without any restriction pursuant to Rule 144 30 Trading Day period, as determined by the counsel to the Company pursuant to applicable, is exceeded, each being a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent (the “Registration PeriodDefault Date”). (b) Subject then, subject to the terms and conditions of this AgreementSection 3, the Company shall pay to each Holder an amount in cash, as liquidated damages and not a penalty (i“Liquidated Damages”): (A) as soon as practicableequal to $25,000 on the Registration Default Date, but in no case later than and (B) on the Filing Deadline30th day thereafter and at the end of each subsequent 30-day period until such Registration Default is cured, prepare and file with equal to $25,000 on each such date, provided, however, that the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale sum of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and amounts shall not fixed prices)exceed $500,000. The foregoing represents the sole monetary remedy to any Holder in connection with any Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sectionsDefault. The Company shall use its best efforts pay the Holders any Liquidated Damages on the Registration default Date, the day that is 30 days thereof and at the end of each subsequent 30-day period. If the Company fails to have pay any Liquidated Damages pursuant to this Section in full, the Company will pay interest thereon at a rate of 8% 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. A Registration Default under clause (i) above shall be cured on the date that the Registration Statement is filed with the SEC and a Registration Default under clause (ii) 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 soon as practicable, but in to any Registrable Security from and after the earlier of (x) the date such security is no event later than longer a Registrable Security and (y) expiration of the Effectiveness Deadline. By 9:30 am, Eastern Time, on Period. (d) The Company shall not be liable for any Liquidated Damages under Section 2(c) if the Business Day following Holders are not permitted to utilize the date of effectiveness, Prospectus because the Company shall file with is negotiating a merger, consolidation, acquisition or sale of all or substantially all of its assets or a similar transaction which, in the SEC in accordance with Rule 424 under good faith judgment of the Securities Act Board of Directors, requires the final Prospectus Registration Statement to be used amended to include information in connection with sales pursuant 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 the Registration Statement to be amended to include such Registration Statement. Prior other material non-public information and such information is not yet publicly disclosable, for an aggregate of 30 consecutive days. (e) Each Holder agrees to furnish to the Company (i) a completed selling stockholder questionnaire not more than ten Trading Days before the filing of the Registration Statement with the SEC, and (ii) such other information the Company reasonably requires to prepare the Registration Statement. Each Holder further agrees that it shall furnish not be entitled to be named as a draft selling stockholder in the Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any 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(e) will be used by the Company in the preparation of the Registration Statement and hereby consents to the Investor for their review and comment. The Investor shall furnish comments on inclusion of such information in the Registration Statement to the Company within 24 hours of the receipt thereof from the CompanyStatement.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to Company shall prepare and file Registration Statements, obtain effectiveness of Registration Statements, and maintain with the continuous effectiveness of any Commission a Registration Statement that has been declared effective shall begin on covering the date hereof and continue until the earlier resale of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all 125% of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (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 prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold or may be sold without any restriction volume restrictions pursuant to Rule 144 144(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 “Registration 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) Subject If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the terms Company files a Registration Statement without affording the Holders the opportunity to review and conditions of this Agreementcomment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) as soon as practicable, but in no case later than the Filing Deadline, prepare and Company fails to file with the SEC an initial Registration Statement on Form S-3 (orCommission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, if within five Trading Days of the date that the Company is not then eligiblenotified (orally or in writing, on Form S-1whichever is earlier) or any successor form thereto covering the resale by the Investor Commission that a Registration Statement will not be “reviewed,” or not subject to further review; or (iii) prior to its 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 14 calendar days after the maximum number receipt of Registrable Securities as shall be permitted comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices declared effective; or (and not fixed prices). The iv) a Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts filed or required to have the Registration Statement be filed hereunder is not declared effective by the SEC as soon as practicable, but in no event later than Commission by its Effectiveness Date; or (v) after the Effectiveness Deadline. By 9:30 amDate, Eastern Timea Registration Statement 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 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 (ii) 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 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, on each such Event Date and on each monthly anniversary of each such Event Date (if the Business Day following applicable Event shall not have been cured by such date) until the date of effectivenessapplicable Event is cured, the Company shall file with pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.5% of the SEC in accordance with Rule 424 under outstanding principal of the Notes for any Registrable Securities Act then held by such Holder for the final Prospectus 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 be used in connection with sales pay any partial liquidated damages pursuant to such Registration Statement. Prior to this Section in full within seven days after the filing of the Registration Statement with the SECdate payable, the Company shall furnish will pay interest thereon at a draft rate of the Registration Statement 20% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Investor for their review and commentHolder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The Investor shall furnish comments on the Registration Statement partial liquidated damages pursuant to the Company within 24 hours terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the receipt thereof from the Companycure of an Event.

Registration. (a) The Company’s registration obligations set forth in Pursuant to the terms of and subject to the other provisions of the Agreement and this Section 2 including its obligations to Annex A, the Acquiror Parent shall file Registration Statementswithin ninety (90) days following the Closing Date, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any a Shelf Registration Statement that has been declared effective shall begin covering the resale from time to time by the Contributors, on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all a delayed or continuous basis pursuant to Rule 415 of the Registrable Securities, (ii) the date Securities Act of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its reasonable best efforts to have the cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicablepracticable after the filing thereof, but no later than one hundred and eighty (180) days following the Closing Date; provided that, in the event (a) the Contributors have not furnished the Required Financial Statements, any other financial statements or other documents or information required to be delivered to Acquiror Parent pursuant to, or otherwise not compliant with their obligations under, Section 7.14 or Section 7.15 of the Agreement by such dates and (b) as a result of the circumstances described in clause (a), the Acquiror Parent is unable to file a Shelf Registration Statement that would be responsive in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations promulgated thereunder, then Acquiror Parent shall file a Shelf Registration Statement covering the resale as soon as reasonably practicable after such documents or information are so furnished, but in no event later than the Effectiveness Deadlinedate that is thirty (30) days after the date on which such financial statements are provided to Acquiror Parent. By 9:30 amSuch Shelf Registration Statement shall provide for the registration of such Registrable Securities for resale by such Contributors in accordance with any reasonable method of distribution elected by the Contributors and permitted pursuant to the form of registration statement used and the rules, Eastern Timeregulations and guidance of the SEC (such registration, on the Business Day “Shelf Registration”). (b) At any time at or following one hundred and eighty (180) days following the date Closing Date, either Contributor shall have the option and right, exercisable by delivering written notice to the Acquiror Parent (a “Demand Notice”), to require the Acquiror Parent to, pursuant to the terms of effectivenessand subject to the other provisions of the Agreement and this Annex A, the Company shall prepare and file with the SEC a Registration Statement registering the offering and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (a “Demand Registration”). The Demand Notice must include such information regarding the Contributor, the number of Registrable Securities that the Contributor intends to include in such Demand Registration and the intended methods of disposition thereof as shall be required to effect the registration of the sale of the Contributor’s Registrable Securities. Notwithstanding anything to the contrary herein, in no event shall the Acquiror Parent be required to effectuate a Demand Registration if the aggregate gross proceeds of such Demand Registration are reasonably anticipated to be less than the lesser of (x) $35,000,000 and (y) all of the Registrable Securities held by such Contributor (the “Minimum Amount”). (c) Within fifteen (15) Business Days after the receipt of the Demand Notice (except if the Acquiror Parent is not then eligible to register for resale the Registrable Securities on Form S-3, within thirty (30) days thereof), the Acquiror Parent shall, subject to the limitations of this Section 1.2(c), file a Registration Statement in accordance with Rule 424 the terms and conditions of the Demand Notice. The Acquiror Parent shall cause any Shelf Registration Statement and any Registration Statement pursuant to a Demand Registration to become and remain effective under the Securities Act, other than during any Suspension Period, if applicable, until all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”). (d) Subject to the other provisions of the Agreement and this Annex A, the Acquiror Parent is not obligated hereunder to effect (A) a Demand Registration within ninety (90) days after the closing of any Underwritten Offering or (B) a Demand Registration if a Shelf Registration Statement or Registration Statement covering all of the Registrable Securities held by the Contributor shall have become and remains effective under the Securities Act and is sufficient to permit offers and sales of the final Prospectus number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Notice. (e) A Contributor may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement. Upon receipt of a notice from the initiating Contributor that the initiating Contributor is withdrawing all of its Registrable Securities from the Demand Registration or a notice from a Contributor to the effect that the Contributor is withdrawing an amount of its Registrable Securities such that the remaining amount of Registrable Securities to be used included in the Demand Registration is below the Minimum Amount, the Acquiror Parent shall cease all efforts to secure effectiveness of the applicable Registration Statement. (f) The Acquiror Parent may include in any Shelf Registration or Demand Registration other Acquiror Parent Securities for sale for its own account or for the account of any other Person, subject to Section 1.4(c). (g) Subject to the other provisions of the Agreement and this Annex A, the Acquiror Parent shall effect any Shelf Registration or Demand Registration on such appropriate registration form of the SEC (A) as shall be selected by the Acquiror Parent and (B) in the case of a Demand Registration, as shall permit the disposition of the Registrable Securities in accordance with the intended method or methods of disposition specified in the Demand Notice; provided that if the Acquiror Parent becomes, and is at the time of the Closing Date or its receipt of a Demand Notice, a WKSI, the Shelf Registration or Demand Registration, respectively, for any offering and selling of Registrable Securities shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (including Form S-1). In the event the Acquiror Parent files an Automatic Shelf Registration Statement on Form S-1, the Acquiror Parent shall use its reasonable best efforts to convert the Form S-1 to a Form S-3 as soon as practicable after the Acquiror Parent is eligible to use Form S-3. If at any time a Registration Statement on Form S-3 is effective and a Contributor provides written notice to the Acquiror Parent that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Acquiror Parent will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place. (h) Without limiting Section 1.5 of this Annex A, in connection with sales any Shelf Registration or Demand Registration pursuant to and in accordance with this Section 1.2, the Acquiror Parent shall (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Shelf Registration or Demand Registration, as applicable, including under the securities laws of such jurisdictions as the Contributors shall reasonably request; provided that no such qualification shall be required in any jurisdiction where, as a result thereof, the Acquiror Parent would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Shelf Registration or Demand Registration, as applicable, on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Contributors to enable the Contributors to consummate a public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof. (i) In the event a Contributor transfers Registrable Securities included on a Shelf Registration Statement or Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, at the request of the recipient of such Registrable Securities, the Acquiror Parent shall amend or supplement such Shelf Registration Statement or Registration Statement as may be necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to such Shelf Registration Statement or Registration Statement. Prior ; provided that in no event shall the Acquiror Parent be required to file a post-effective amendment to a Shelf Registration Statement or Registration Statement unless (A) such Shelf Registration Statement or Registration Statement includes only Registrable Securities held by the filing Contributor, Affiliates of the Contributor or transferees of the Contributor or (B) the Acquiror Parent has received written consent therefor from a Person for whom Registrable Securities have been registered on (but not yet sold under) such Shelf Registration Statement with or Registration Statement, other than the SECContributor, the Company shall furnish a draft Affiliates of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours Contributor or transferees of the receipt thereof from the CompanyContributor.

Registration. 2.1 The Company shall, within fifteen (a15) The Company’s registration obligations set forth in this Section 2 including its obligations to calendar days of the Execution Date, file Registration Statements, obtain effectiveness of Registration Statements, and maintain with the continuous effectiveness of any SEC a Registration Statement that has been declared effective shall begin or Registration Statements (as is necessary) on Form S-1 (or, if such form is unavailable for such a registration, on such other form as is available for such registration), covering the date hereof and continue until the earlier resale of (i) the date on which the Investor has sold all of the Registrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon stock splits, stock dividends or similar transactions (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which “Filing Date”). The Company shall initially register for resale all of the Registrable Securities have been sold or may which would be sold without any restriction pursuant to Rule 144 as determined by issuable on the counsel to date preceding the Company pursuant to a written opinion letter to such effect, addressed and acceptable to filing of the Registration Statement based on the conversion price of the Company’s transfer agent Common Stock as provided in the Debenture on such date and the exercise price as set forth in the Warrant, except to the extent that the SEC requires the share amount to be reduced as a condition of effectiveness. 2.2 The Company shall have the Registration Statement(s) declared effective by the SEC (i) if no comments have been received from the SEC in respect of the Registration Statements(s), within thirty (30) calendar days after the Company has filed the Registration Statement(s), or (ii) if the Company has received comments from the SEC in respect of the Registration Statements, within sixty (60) calendar days after the Company has filed the Registration Statement(s) (the “Registration PeriodEffectiveness Date”). 2.3 The Company agrees not to include any other securities in the Registration Statement covering the Registrable Securities without Investor’s prior written consent, which consent Investor may withhold in its sole discretion. Furthermore, the Company agrees that it will not file any other Registration Statement for other securities, until at least sixty (b60) Subject calendar days after the Effective Date, unless such registration statement is related to the terms Qualified Offering as such term is defined in the Purchase Agreement. 2.4 Notwithstanding the registration obligations set forth in Section 2.1, if the staff of the SEC (the “Staff”) or the SEC informs the Company that all of the unregistered 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 (i) inform the Investor and conditions use its commercially reasonable efforts to file amendments to the Registration Statement as required by the SEC and/or (ii) withdraw the Registration Statement and file a new registration statement (the “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-1 to register the Registrable Securities for resale . If the Company amends the Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the Staff or SEC, one or more registration statements on Form S-1 to register for resale those Registrable Securities that were not registered for resale on the Registration Statement, as amended, or the New Registration Statement (each, an “Additional Registration Statement”). 2.5 If: (i) the Registration Statement is not filed on or prior to the Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by this Agreement, the Company shall be deemed to have not satisfied this clause (i)), or (ii) as soon as practicable, but in no case later than the Filing Deadline, prepare and Company fails to file with the SEC an initial Commission a request for acceleration of a Registration Statement on Form S-3 in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (or, if 5) Trading Days of the date that the Company is not then eligiblenotified (orally or in writing, on Form S-1whichever is earlier) or any successor form thereto covering the resale by the Investor Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the Effective Date of the maximum number Registration Statement, 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 ten (10) Trading days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and is not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than Commission by the Effectiveness Deadline. By 9:30 amDate of the Registration Statement, Eastern Timeor (v) after the Effective Date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Investor is otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as an “Event Date”), then, in addition to any other rights the Investor may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the Business Day following applicable Event shall not have been cured by such date) until the date of effectivenessapplicable Event is cured, the Company shall file with pay to the SEC Investor an amount in accordance with Rule 424 under cash, as partial liquidated damages and not as a penalty, equal to the Securities Act product of 2.0% multiplied by the final Prospectus to be used in connection with sales Principal Amount; provided, however, such partial liquidated damages shall not exceed 24% of the aggregate Principal Amount paid by the Investor pursuant to such Registration Statementthe Purchase Agreement. Prior If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven (7) days after the filing of the Registration Statement with the SECdate payable, the Company shall furnish will pay interest thereon at a draft rate of the Registration Statement 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Investor for their review and commentInvestor, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The Investor shall furnish comments on the Registration Statement partial liquidated damages pursuant to the Company within 24 hours terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the receipt thereof from the Companycure of an Event.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file one or more Registration Statements, obtain effectiveness of such Registration Statements, and maintain the continuous effectiveness of any such Registration Statement Statements that has have been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may permanently be sold without any restriction restrictions pursuant to Rule 144 144, 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 “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicableshall, but in no case later than on or prior to the Filing Deadline, prepare and file with the SEC an initial a Registration Statement on Form S-3 (or, if the Company is not then eligible, on F-1 or Form S-1) or any successor form thereto F-3 covering the resale by the Investor of Registrable Securities. Each Registration Statement prepared pursuant hereto shall register for resale at least the maximum number of Registrable Securities ADSs each representing three Ordinary Shares equal to the Required Registration Amount as shall be permitted to be included thereon in accordance of date the Registration Statement is initially filed with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices)SEC. The Each Registration Statement shall contain the “Selling Stockholders” and “Plan of Distribution” sections”. The Company shall use its best efforts to have the each Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, am (New York time) on the Business Day date following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities 1933 Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and commentcomment in accordance with the procedures set forth in Section 3(a) hereof. The Investor shall furnish comments (if any) on the Registration Statement to the Company within 24 twenty-four (24) hours of the receipt thereof from the Company. (c) During the Registration Period the Company shall (i) promptly prepare and file with the SEC such amendments (including post-effective amendments) and supplements to each Registration Statement and Prospectus used in connection with a Registration Statement, which Prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep each such Registration Statement effective at all times during the applicable times in the Registration Period, (ii) prepare and file with the SEC additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities (to the extent not previously covered by a Registration Statement filed and declared effective in the applicable times in the Registration Period)); (iii) cause the Prospectus for each Registration Statement filed and declared effective in the applicable times in the Registration Period to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and as so supplemented or amended to be filed pursuant to Rule 424; (iv) respond as promptly as reasonably possible to any comments received from the SEC with respect to a Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Investors true and complete copies of all correspondence from and to the SEC relating to a Registration Statement (provided that the Company may excise any information contained therein which would constitute material non-public information as to any Investor which has not executed a confidentiality agreement with the Company); and (v) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by each effective Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 2(c)) by reason of the Company’s filing a report on Form 20-F, or Form 6-K or any analogous report under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company shall incorporate such report by reference into the Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement the Registration Statement.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to use commercially reasonable efforts to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until all the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, Securities and (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, prepare and file with the SEC an amendmet to the Initial Registration Statement on Form S-1 covering the resale by the Investor of the Required Registration Amount in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices), and (ii) as soon as practicable after the effectiveness of the Direct Listing, but in no case later than the applicable Filing Deadline, prepare and file with the SEC an initial a Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) S-1 or any successor form thereto (the “SEPA Registration Statement”) covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon Required Registration Amount in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Each Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best commercially reasonable efforts to have the each Registration Statement declared effective by the SEC as soon as practicable, but in the case of the SEPA Registration Statement, no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, am on the Business Day business day following the date of effectivenesseffectiveness of a Registration Statement, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the a Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the any Registration Statement to the Company within 24 hours of the receipt thereof from the Company or the Company’s representatives.

Registration. As soon as possible following the Closing Date (a) The Company’s registration obligations set forth in this Section 2 including its obligations to but not later than the Filing Date), the Company shall prepare and file Registration Statements, obtain effectiveness of Registration Statements, and maintain with the continuous effectiveness of any Commission a "shelf" Registration Statement that has been covering all Registrable Securities for a secondary or resale offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or if such form is not available to the Company on another form appropriate for such registration in accordance herewith). The Company shall use its best efforts to cause the Registration Statement to be declared effective shall begin on under the Securities Act not later than ninety (90) days after the Closing Date (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date hereof that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not be subject to further review) and continue to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (ix) the date on which the Investor has when all Registrable Securities covered by such Registration Statement have been sold all of the Registrable Securities, or (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iiiy) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effectletter, addressed and acceptable to the Company’s 's transfer agent to such effect (the “Registration "Effectiveness Period”"). (b) Subject to . Upon the terms and conditions of this Agreementinitial filing thereof, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” cover at least 100% of the Shares and “Plan 100% of Distribution” sectionsthe shares of Common Stock for issuance upon the exercise of the Warrants. The Company shall use its best efforts to have the Such Registration Statement declared effective by also shall cover, to the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 extent allowable under the Securities Act and the final Prospectus to be used in connection Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with sales pursuant to such Registration Statement. Prior respect to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the CompanyRegistrable Securities.

Registration. Within 75 calendar days after the Closing Date, the Purchaser shall file with the U.S. Securities and Exchange Commission (the "SEC") a shelf registration statement or statements (the "Registration Statement") on Form S-3 or other appropriate form under Rule 415 under the U.S. Securities Act of 1933, as amended (the "Securities Act"), relating to the offer and sale by the Seller or VIAG AG or any subsidiary of VIAG from time to time of (i) any Tech Data Shares delivered to the Seller pursuant to Section 2.2 of this Agreement; (ii) any Notes delivered to the Seller pursuant to Section 2.2 of this Agreement and any Tech Data Shares issued upon conversion of any Notes; and (iii) any securities that may be issued or distributed or be issuable in respect of any Registrable Securities by way of stock dividend, stock split or other distribution, merger, consolidation, exchange offer, recapitalization or reclassification or similar transaction (collectively, the "Registrable Securities") and, thereafter, shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as soon as practicable after such filing. The Purchaser shall keep the Registration Statement continuously effective and shall take any and all other actions necessary in order to maintain the registration of the Registrable Shares including, without limitation, the actions set forth in Schedule 2.3 (a) The Company’s registration obligations hereto, until the earlier of the date as of which (A) the Seller, VIAG AG and the subsidiaries of VIAG AG have sold all the Registrable Securities covered by the Registration Statement (but in no event prior to the applicable period referred to in Section 4 (3) of the Securities Act and Rule 174 thereunder), or converted or repaid in accordance with their terms, or (B) VIAG AG is no longer entitled to management's support of its representation on the Purchaser's Board of Directors under this Agreement and the holders of the Registrable Securities are permitted to sell without restriction their Registrable Securities under Rule 144 under the Securities Act or other relevant provision under the U.S. securities laws (such period of effectiveness being the "Shelf Period"). Each holder of Registrable Securities agrees to cooperate with the Purchaser as necessary to enable the Purchaser to comply with the provisions of this Agreement, including, without limitation, furnishing information as set forth in Schedule 2.3 (a). So long as Seller or VIAG AG or any subsidiary of VIAG AG holds all of the Notes then outstanding, any failure of Purchaser to file or to keep continuously effective the Registration Statement as set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness 2.3 (a) shall be considered for all intents and purposes as an Event of Registration Statements, and maintain Default within the continuous effectiveness meaning of any Registration Statement that has been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all Section 5.1 of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to 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 (the “Registration Period”)Indenture. (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to As soon as possible following the Closing Date (but not later than the Filing Date), the Company shall prepare and file Registration Statements, obtain effectiveness of Registration Statements, and maintain with the continuous effectiveness of any Commission a “shelf” Registration Statement that has been covering all Registrable Securities for a secondary or resale offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or if such form is not available to the Company on another form appropriate for such registration in accordance herewith). The Company shall use its best efforts to cause the Registration Statement to be declared effective shall begin on under the Securities Act not later than the Effectiveness Date (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date hereof that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or not be subject to further review) and continue to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (ix) the date on which the Investor has sold when all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities covered by such Registration Statement have been sold or (y) with respect to any Holder, such time as all Registrable Securities held by such Holder may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effectletter, addressed and acceptable to the Company’s transfer agent to such effect (the “Registration Effectiveness Period”). (b) Subject to . For purposes of the terms and conditions obligations of the Company under this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or shall be considered “effective” with respect to any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit unless such Registration Statement lists the resale Holders of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain as “Selling Stockholders” and includes such other information as is required to be disclosed with respect to such Holders to permit them to sell their Registrable Securities pursuant to such Registration Statement, unless any such Holder is not included as a “Plan of DistributionSelling Stockholder” sectionspursuant to Section 3(m). The Company shall use its best efforts to have the Such Registration Statement declared effective by also shall cover, to the SEC as soon as practicableextent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Securities Act Rule 416), but in no event later than such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Effectiveness DeadlineRegistrable Securities. By 9:30 am, Eastern Time, am on the Business Day following the effective date of effectivenessany Registration Statement, the Company shall file with the SEC Commission in accordance with Rule 424 under the Securities Act the final Prospectus prospectus to be used in connection with sales pursuant to such Registration Statement. Prior . (b) Notwithstanding anything to the filing contrary set forth in this Section 2, in the event the Commission does not permit the Company to register for resale all of the Registrable Securities in the Registration Statement with because of the SECCommission’s application of Rule 415, the Company shall furnish a draft of register in the Registration Statement to such number of Registrable Securities as is permitted by the Investor for their review and commentCommission. The Investor shall furnish comments on In the Registration Statement to event the Commission does not permit the Company within 24 hours to register for resale all of the receipt thereof from Registrable Securities in the Company.initial Registration Statement, the Company shall use its best efforts to file

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations On or prior to the Filing Date, the Company shall prepare and file Registration Statements, obtain effectiveness of Registration Statements, and maintain with the continuous effectiveness of any Commission the Registration Statement that has been declared effective shall begin on covering the date hereof and continue until the earlier resale of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which 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) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date or such later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without any restriction volume restrictions pursuant to Rule 144 144(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 (the “Registration Effectiveness Period”). (bi) Subject a Registration Statement is not filed on or prior to its 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 five (5) 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 (5) 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 not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (iv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such cases ten (10) Trading Days (which need not be consecutive days) in the aggregate during any 12-month period (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) and (iii) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five (5) Trading Day period is exceeded, or for purposes of clause (iv) the date on which such ten (10) 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 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 1.5% of the aggregate purchase price paid by such Holder pursuant to the terms Purchase Agreement for any Registrable Securities then held by such Holder; and conditions (y) on each monthly anniversary of this Agreementeach such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall (i) pay to each Holder an amount in cash, as soon liquidated damages and not as practicablea penalty, but in no case later than equal to 1.5% of the Filing Deadline, prepare and file with aggregate purchase price paid by such Holder pursuant to the SEC an initial Registration Statement on Form S-3 (or, if 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 not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with paid by applicable SEC ruleslaw) to the Holder, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following accruing daily from the date of effectivenesssuch liquidated damages are due until such amounts, the Company shall file with the SEC plus all such interest thereon, are paid in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Companyfull.

Registration. As soon as possible following the Closing Date (a) The Company’s registration obligations set forth in this Section 2 including its obligations to but not later than the Filing Date), the Company shall prepare and file Registration Statements, obtain effectiveness of Registration Statements, and maintain with the continuous effectiveness of any Commission a "shelf" Registration Statement that has been covering all Registrable Securities for a secondary or resale offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or if such form is not available to the Company on another form appropriate for such registration in accordance herewith). The Company shall use its best efforts to cause the Registration Statement to be declared effective shall begin on under the Securities Act not later than ninety (90) days after the Closing Date (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date hereof that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not be subject to further review) and continue to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (ix) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effectletter, addressed and acceptable to the Company’s 's transfer agent to such effect (the “Registration "Effectiveness Period”"). (b) Subject to . Upon the terms and conditions of this Agreementinitial filing thereof, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” cover at least 130% of the shares of Common Stock for issuance upon the conversion of the Preferred Stock and “Plan 100% of Distribution” sectionsthe shares of Common Stock for issuance upon the exercise of the Warrants. The If the Commission informs the Company shall use its best efforts to have that it will not allow the Registration Statement declared effective by to cover at least 130% of the SEC as soon as practicableshares of Common Stock for issuance upon the conversion of the Preferred Stock, but in no event later than then the Effectiveness DeadlineRegistration Statement shall cover the highest percentage of such Common Stock that the Commission will allow. By 9:30 amSuch Registration Statement also shall cover, Eastern Time, on to the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 extent allowable under the Securities Act and the final Prospectus to be used in connection Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with sales pursuant to such Registration Statement. Prior respect to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the CompanyRegistrable Securities.

Registration. (a) The Company’s Company shall prepare and file a registration obligations set forth in this Section 2 including its obligations to file statement (the “Registration Statements, obtain effectiveness of Registration Statements, Statement”) with the Securities and maintain Exchange Commission (the continuous effectiveness of any Registration Statement that has been declared effective shall begin on “SEC”) no later than the date hereof and continue until that is sixty (60) days from the earlier closing date of the Merger (ias defined in the Subscription Agreement) (such date of filing, the date on which “Filing Date”), in order to register the Investor has sold all resale of the Registrable Securities, (ii) Securities under the Securities Act. The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective no later than the date that is one hundred twenty (120) days after the Filing Date. Once effective, the Company shall, subject to the provisions of termination this Agreement, use its best efforts to maintain the effectiveness of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) Registration Statement until the date on which that all of the Registrable Securities have been sold or may be sold without such date as there are no longer any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter to Registrable Securities (such effectdate, addressed and acceptable to the Company’s transfer agent (the “Registration PeriodExpiration Date”). (b) Subject to The Company will initially include in the terms and conditions of this Agreement, the Company shall Registration Statement as Registrable Securities (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shares of Common Stock issuable upon conversion of the Series A Stock, and (ii) the maximum number of shares of Common Stock issuable upon exercise of the Warrants. (c) The Company shall be permitted deliver to each Holder written notice of the proposed filing of the Registration Statement or any related prospectus or any amendment or supplement thereto no less than ten (10) business days prior to the filing thereof and provide each Holder with a copies of all such documents proposed to be included thereon in accordance with applicable SEC rules, regulations filed (other than those incorporated by reference) and interpretations so as the opportunity to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sectionscomment thereon. The Company shall not file a Registration Statement or any such prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith. (d) In the event that the Company fails to (i) file the Registration Statement with the SEC by the date that is sixty (60) days from the closing date of the Merger, (ii) use its best commercially reasonable efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following by the date of effectivenessthat is 120 days after the Filing Date, or (iii) use its best efforts to maintain the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing effectiveness of the Registration Statement with thereafter until the SECExpiration Date, then the Company price at the Series A Stock may be converted into shares of Common Stock shall furnish a draft be reduced as set forth in the Certificate of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the CompanyDesignations.

Registration. (a) The Company’s Company shall file a registration obligations set forth statement (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) within forty-five (45) days from the date of this Agreement in this Section 2 including order to register the resale of the Registrable Securities under the Securities Act. In addition, the Company shall promptly respond to all comments from the staff of the Commission and shall use its obligations best efforts to file cause such Registration StatementsStatement to be declared effective by the Commission within seventy (70) days after the initial filing thereof. Once effective, obtain the Company shall maintain the effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which that all of the Registrable Securities have been sold sold, or may be sold without any restriction pursuant to Rule 144 as determined by (ii) the date thatthe Company receives an opinion of counsel to the Company pursuant to a written opinion letter to such effectthat all of the Registrable Securities may be freely traded without registration under the Securities Act, addressed and acceptable to under Rule 144 promulgated under the Company’s transfer agent (the “Registration Period”)Securities Act or otherwise. (b) Subject As the number of shares of Common Stock that can be acquired by the Holders upon the conversion of the Series E Stock may vary, from time to time, based on the terms market price of the Common Stock, it is not possible to determine the maximum number of shares of Common Stock that may be acquired by the Holders through the conversion of the Series E Stock. Therefore, the Company will initially include in the Registration Statement as Registrable Securities, an aggregate of 7,430,504 shares of Common Stock, represented by the sum of (i) up to 7,000,000 Conversion Shares, and conditions (ii) 430,504 Warrants. (c) If at any time the number of this Agreementshares of Common Stock covered by the Registration Statement is less than the sum of (i) the number of any and all Registrable Securities held by the Holders, (ii) the number of Warrant Shares that could be acquired by the Holders through the exercise of the Warrants, and (iii) the number of Conversion Shares that could be acquired by the Holders through the conversion of the Series E Stock, the Company shall register additional shares of Common Stock under the Securities Act. (id) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement Depending on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have whether the Registration Statement declared has previously become effective by with the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectivenessCommission, the Company shall file with register additional shares under Section 2(c) either by amending the SEC in accordance with Rule 424 under Registration Statement to increase the Securities Act the final Prospectus to number of shares that it covers or by filing a new registration statement. Any such new registration statement shall thereafter be used in connection with sales pursuant to such Registration Statement. Prior to the filing deemed part of the Registration Statement with for the SEC, the Company shall furnish a draft purposes of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Companythis Agreement.

Registration. (a) The If, and only to the extent, Registrable Securities are reasonably expected to remain outstanding at the expiration of the Lock-Up Period, then, no later than 45 calendar days prior to the expiration of the Lock-Up Period (or, if the Lock-Up Period expires as a result of a termination of the Collaboration and License Agreement, within 60 calendar days following the termination of the Collaboration and License Agreement), the Company shall prepare and file with the Commission 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; provided, however, that if during the Lock-Up Period the Registrable Securities US 171913486v7 represent greater than 19.9% ownership of the Company’s registration obligations set forth in this Section 2 including its obligations to then-outstanding voting securities solely as a result of an action taken by the Company, the Company shall, within 60 calendar days following the date of such action, prepare and file Registration Statements, obtain effectiveness of Registration Statements, and maintain with the continuous effectiveness of any Commission a Registration Statement covering the resale of at least the number of Registrable Securities that has been declared effective shall begin on are not then registered and are not eligible to be resold under Rule 144 during the 90-day period following the date hereof of such action (it being acknowledged and continue until agreed that the earlier of (i) the date on which the Investor has sold Company may, in its discretion, file a Registration Statement covering a greater number or all of the Registrable Securities) (such Registration Statement, (ii) the date of termination “Excess Securities Registration Statement”). After the expiration of the Purchase Agreement Lock-Up Period, if as any Registrable Securities remain that are not then registered on an existing and effective Registration Statement after the Company’s filing of an Excess Securities Registration Statement, the Company shall still be obligated to file a Registration Statement pursuant to this Section 2 covering the resale of such termination date remaining unregistered Registrable Securities. The Registration Statement(s) filed hereunder shall be on Form S-3 (except if the Investor holds no Registerable Securities and (iii) the date on which all of Company is not then eligible to register for resale the Registrable Securities have been sold or on Form S-3, in which case such registration shall be on another appropriate form, including on Form S-1, in accordance herewith) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Annex A (which may be sold without any restriction pursuant modified to Rule 144 as determined respond to comments, if any, provided by the counsel to Commission, or as the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent (the “Registration Period”Required Holders may mutually agree). (b) Subject The Company shall use its reasonable best efforts to cause a Registration Statement filed under this Agreement to be declared effective under the terms Securities Act as soon as practicable and conditions of this Agreementshall, subject to Section 9(c), use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date on which all securities under such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). Notwithstanding the foregoing, the Company shall be entitled to suspend the effectiveness of the Registration Statement at any time prior to the expiration of the Effectiveness Period for up to an aggregate of 30 consecutive Trading Days or an aggregate of 90 Trading Days (which need not be consecutive) in any given 360-day period, if (i) as soon as practicablethere is material non-public information regarding the Company which the Company’s Board of Directors reasonably determines in good faith not to be in the Company’s best interest to disclose and which the Company is not otherwise required to disclose, (ii) there is a significant business opportunity (including, but not limited to, a collaboration or exclusive license agreement, the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction) available to the Company which the Company’s Board of Directors reasonably determines not to be in the Company’s best interest to disclose and which the Company would be required to disclose under a Registration Statement, or (iii) the Company would be unable to comply with requirements under the Securities Act or the Exchange Act (each of clauses (i)-(iii), a “Permitted Suspension”) (and, in each case, the Chief Executive Officer or Chief Financial Officer of the Company certifies such Permitted Suspension in writing to the Purchaser). In the event of any such Permitted Suspension, the Effectiveness Period of the applicable Registration Statement will be extended by the number of Trading Days in the Effectiveness Period during which the Registration Statement was suspended; provided, that in no event shall the Effectiveness Period be extended past the date on which all securities under such Registration Statement cease to be Registrable Securities. Notwithstanding the foregoing, without the prior written consent of the Purchaser, the Company shall not disclose to the Purchaser any material nonpublic information giving rise to such Permitted Suspension, and except as required by law, the Holders and their respective Affiliates shall not make any public disclosure regarding, and shall treat as confidential, any Permitted Suspension and any notice with respect thereto. (c) Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be included and sold by Holders in any Registration Statement, including the Initial Registration Statement, pursuant to Rule 415 or any other basis, the Company may reduce the number of Registrable Securities included in such Registration Statement on US 171913486v7 behalf of the Holders in whole or in part (in case later than of an exclusion as to a portion of such Registrable Securities, such portion shall be allocated pro rata among such Holders first in proportion to the Filing Deadlinerespective 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, prepare the “Reduction Securities”). In such event, the Company shall give the Holders prompt written notice of the number of such Reduction Securities excluded and file the Company will not be liable for any damages under this Agreement in connection with the SEC an initial exclusion of such Reduction Securities. The Company shall use its commercially reasonable efforts at the first opportunity that is permitted by the Commission to register for resale the Reduction Securities. Such new Registration Statement shall be on Form S-3 (or, except if the Company is not then eligibleeligible to register for resale the Reduction Securities on Form S-3, in which case such registration shall be on another appropriate form, including on Form S-1, for such purpose) or any successor form thereto covering and shall contain (except if otherwise required pursuant to written comments received from the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale Commission upon a review of such Registrable Securities by Registration Statement) the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sectionsin substantially the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission, or as the Company and the Required Holders may mutually agree). The Company shall use its best commercially reasonable efforts to have the cause each such Registration Statement to be declared effective by under the SEC Securities Act as soon as practicablepossible and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period, but in no event later than subject to Section 9(c). Notwithstanding the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectivenessforegoing, the Company shall file with be entitled to suspend the SEC in accordance with Rule 424 under effectiveness of such Registration Statement at any time prior to the Securities Act expiration of the final Prospectus to be used Effectiveness Period in connection with sales a Permitted Suspension for an aggregate of no more than 30 consecutive Trading Days or an aggregate of 90 Trading Days (which need not be consecutive) in any given 360-day period. (d) In the event of an Underwritten Offering pursuant to such a Registration Statement. Prior to Statement hereunder and the filing managing underwriter of the Registration Statement with Underwritten Offering advises the SECCompany and the Holders in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in the Underwritten Offering, including all Registrable Securities and all other shares of Common Stock proposed to be included in such Underwritten Offering, exceeds the number of shares of Common Stock which can be sold in such Underwritten Offering and/or the number of shares of Common Stock proposed to be included in such Underwritten Offering would adversely affect the price per share of the Common Stock proposed to be sold in such Underwritten Offering, the Company shall furnish a draft include in such Underwritten Offering (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the shares of Common Stock proposed to be included therein by any other Persons (including shares of Common Stock to be sold for the account of the Registration Statement Company and/or other Persons) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Investor for their review and comment. The Investor Registrable Securities that are included in such offering shall furnish comments be allocated pro rata among the respective Holders thereof on the Registration Statement to the Company within 24 hours basis of the receipt thereof from the Companynumber of Registrable Securities owned by each such Holder.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to Company shall prepare and file Registration Statements, obtain effectiveness of Registration Statements, and maintain with the continuous effectiveness of any Commission a Registration Statement that has been declared effective shall begin on covering the date hereof and continue until the earlier resale of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all 125% of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (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 prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold or may be sold without any restriction volume restrictions pursuant to Rule 144 144(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 “Registration 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) Subject If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the terms Company files a Registration Statement without affording the Holders the opportunity to review and conditions of this Agreementcomment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) as soon as practicable, but in no case later than the Filing Deadline, prepare and Company fails to file with the SEC an initial Registration Statement on Form S-3 (orCommission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, if within five Trading Days of the date that the Company is not then eligiblenotified (orally or in writing, on Form S-1whichever is earlier) or any successor form thereto covering the resale by the Investor Commission that a Registration Statement will not be “reviewed,” or not subject to further review; or (iii) prior to its 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 30 calendar days after the maximum number receipt of Registrable Securities as shall be permitted comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices declared effective; or (and not fixed prices). The iv) a Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts filed or required to have the Registration Statement be filed hereunder is not declared effective by the SEC as soon as practicable, but in no event later than Commission by its Effectiveness Date; or (v) after the Effectiveness Deadline. By 9:30 amDate, Eastern Timea Registration Statement 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 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) as a result of actions of the Company (any such failure or breach being referred to as an “Event”, and for purposes of clause (ii) 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 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, on each such Event Date and on each monthly anniversary of each such Event Date (if the Business Day following applicable Event shall not have been cured by such date) until the date of effectivenessapplicable Event is cured, the Company shall file with pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.5% of the SEC in accordance with Rule 424 under outstanding principal of the Notes for any Registrable Securities Act then held by such Holder for the final Prospectus first 30 days (or part thereof) after the 120th or 180th 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 be used in connection with sales pay any partial liquidated damages pursuant to such Registration Statement. Prior to this Section in full within seven days after the filing of the Registration Statement with the SECdate payable, the Company shall furnish will pay interest thereon at a draft rate of the Registration Statement 20% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Investor for their review and commentHolder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The Investor shall furnish comments on the Registration Statement partial liquidated damages pursuant to the Company within 24 hours terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the receipt thereof from the Companycure of an Event.

Registration. (a) The Company’s registration obligations set forth in this Section 2 2, including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, Securities and (ii) the date six month anniversary of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which the Investor has the right to sell all of the Registrable Securities have been sold or may be sold without any restriction pursuant to Rule 144 as determined by the counsel without regard to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent volume restrictions thereunder (the “Registration Period”). Notwithstanding anything in this Agreement to the contrary, (i) the Company’s registration obligations with respect to the Registrable Securities are subject to any obligation of the Company as of the date of this Agreement to cause shares of Common Stock then outstanding or issuable pursuant to convertible instruments then outstanding to first be registered under the Securities Act, and (ii) the Company may include the Registrable Securities in any other registration statement it files to register other securities of the Company. (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case event later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon Shares in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices)interpretations. The initial Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sectionssections in form and substance acceptable to the Investor. The Company shall use its best commercially reasonable efforts to have the initial Registration Statement declared effective by the SEC as soon as commercially practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, am on the second Business Day following the date of effectivenesseffectiveness of the initial Registration Statement, the Company shall file with the SEC SEC, in accordance with Rule 424 under the Securities Act Act, the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the initial Registration Statement with the SEC, the Company shall furnish a draft of the initial Registration Statement to the Investor for their its review and comment. The Investor shall furnish comments on the initial Registration Statement to the Company within 24 hours of reasonably promptly following the receipt thereof from the Company.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations On or prior to the Filing Deadline, the Company shall prepare and file Registration Statements, obtain effectiveness of Registration Statements, and maintain with the continuous effectiveness of any Commission a Registration Statement that has been declared covering the resale of all of the then outstanding Registrable Securities not already covered by an existing and effective shall begin Registration Statement for an offering to be made on the date hereof a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and continue until the earlier of (i) the date on which the Investor has sold all sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (iieach, an “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (if available and, if not available, on Form S-1) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) a “Plan of Distribution” section mutually acceptable to the Holders and the Company. The Initial Registration Statement may be in the form of a shelf registration statement pursuant to which the Company or other shareholders of the Company may offer and sell securities from time-to-time. (b) The Company shall use its commercially reasonable efforts to cause the Initial Registration Statement to be declared effective by the Commission as soon as practicable (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days after the date of termination of that the Purchase Agreement if as Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed,” or will not be subject to further review and that the effectiveness of such termination date Registration Statement may be accelerated) and shall, subject to Section 3(c) hereof, use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Investor holds no Registerable Securities and Act until the earlier of such time as (iiii) the date on which all of the Registrable Securities have been sold and Warrants are no longer owned by the Holders or may be sold (ii) all of the Shares, including the Warrant Shares, are freely tradable, without any restriction restriction, pursuant to Rule 144 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 Securities Act (the “Registration Effectiveness Period”). (b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best reasonable commercial efforts to have the ensure that each Registration Statement declared effective by (including any amendments or supplements thereto and Prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the SEC as soon as practicablestatements therein (in the case of Prospectuses, but in no event later than the Effectiveness Deadlinelight of the circumstances in which they were made) not misleading. By 9:30 amEach Registration Statement shall also cover, Eastern Time, on to the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 extent allowable under the Securities Act and the final Prospectus to be used in connection with sales pursuant to rules promulgated thereunder (including Rule 416), such Registration Statement. Prior to the filing indeterminate number of the Registration Statement with the SEC, the Company shall furnish a draft additional shares of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company.Common Stock