Common use of Registration Clause in Contracts

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) 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 later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period").

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) 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 later earlier date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period").

Registration. (a) On or prior to the applicable Filing Date, the Company shall prepare and file with the Commission the a 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 Registration Statement required to be filed under this Agreement shall be filed on Form S-1 (or on such other form appropriate for such purpose) and 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 unless such Holder consents in writing to such characterization) the “Plan of Distribution” attached hereto as Annex A. The Company shall cause each Registration Statement required to be filed under this Agreement 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 commercially reasonable efforts to keep each such Registration Statement continuously effective during its entire Effectiveness Period. By 5:00 p.m. (Eastern time) on the Business Day immediately following the Effective Date of each Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). If for any reason other than due solely to SEC Restrictions (as defined below), a Registration Statement is effective but not all outstanding Registrable Securities are registered for resale pursuant thereto, then the Company shall prepare and file by the applicable Filing Date an additional Registration Statement to register the resale of all such unregistered 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 later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period").

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission Commission, and in accordance with the Securities Act and all applicable regulations promulgated thereunder, the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3SB-2, in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. The Company shall cause Subject to the Registration Statement to become effective and remain effective as provided herein. The terms of this Agreement, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date or such later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”).

Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder ) and shall contain (except if otherwise directed by required pursuant to written comments received from the HoldersCommission upon a review of such Registration Statement) the "“Plan of Distribution" ” in substantially the form 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 a Registration Statement filed under this Agreement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the Effectiveness DateDate for such Registration Statement, and shall shall, subject Section 7(b) hereof, use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date on which is two years after the Closing Date or all securities under such later date when all Registration Statement have ceased to be Registrable Securities covered by (the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to “Effectiveness Period”). It is agreed and understood that the Company shall, from time to time, be obligated to file one or more additional Registration Statements to cover any Registrable Securities which are not registered for resale pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period")pre-existing Registration Statement.

Registration. (a) On or prior to the each Filing Date, the Company shall use commercially reasonable efforts to prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The A Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Each Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the "Plan of Distribution" attached hereto as Annex A. The Company shall cause the such Registration Statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable efforts to cause the each Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its commercially reasonable efforts to keep the such Registration Statement continuously effective under the Securities Act Act, except as provided in Section 2(d), until the date which is two years after the Closing Date date that such Registration Statement is declared effective by the Commission or such later earlier date when the Shares no longer constitute Registrable Securities or all Registrable Securities covered by the such Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period").

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be , on Form S-3 S-1 (except if the Company is not then eligible at such time to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewithForm S-3). The Registration Statement required hereunder , and shall contain (except if unless otherwise directed by the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. 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 soon as possible after the filing thereofbut, but in any event not event, no later than the Effectiveness Date, and shall use its commercially reasonable best 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 earlier of (i) the first date when as of which all of the Registrable Securities covered have been publicly sold thereunder by the Registration Statement Holders, or (aii) have been sold pursuant to (A) the Registration Statement or an exemption from the registration requirements first date as of which all of the Registrable Securities Act or (b) may be sold without volume restrictions by the Holders pursuant to Rule 144(k) 144 without application of the requirements imposed by such Rule upon sales by affiliates, as determined by the counsel to the Company pursuant to and evidenced by a written opinion letter of its counsel to such effectthat effect delivered to each of the Holders who then hold Registrable Securities that have not been publicly sold, addressed and acceptable to the Company's transfer agent and the affected Holders Holders, and (B) any “distribution compliance period” and “offering restrictions” (as such terms are defined in Regulation S under the Securities Act) applicable to the Registrable Securities at their time of issue shall have ceased to apply thereto (the "Effectiveness Period"date described in this clause 2(a)(ii), the “Termination Date”).

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form permitting registration of the Registrable Securities for resale by such Holders in accordance herewithherewith and the methods of distribution elected by the Holders herein). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) substantially the "Plan of Distribution" attached hereto as Annex A. The Company shall cause Subject to the Registration Statement to become effective and remain effective as provided herein. The terms of this Agreement, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date or such later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions registration under the Securities Act pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period"). None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Registration Statement to be filed pursuant to this Section 2.

Registration. (a) On or prior to the Filing Date, Date the Company shall prepare and file with the Commission the a "shelf" Registration Statement covering the resale of to register all of the Registrable Securities for resale in an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the "Plan of Distribution" attached hereto as Annex A. The Company shall cause (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement to become effective and remain effective as provided herein. The Company shall Statement, (ii) use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 12dl-2 promulgated under the Exchange Act within seven (7) 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) as promptly soon as possible practicable after the filing thereof, but in any event not later than prior to the Effectiveness Date, and shall use its commercially reasonable efforts (subject to the provisions of Section 3(n) hereof) to keep the such Registration Statement continuously effective under the Securities Act until such date as is the date which is two years after earlier of (x) the Closing Date or such later date when all Registrable Securities covered by the such Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (by) the date on which the Registrable Securities may be sold without volume restrictions any restriction pursuant to Rule 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 and the affected Holders to such effect (the "Effectiveness Period").

Registration. The Company agrees that (ai) On or prior it will use its commercially reasonable efforts to the Filing Date, the Company shall prepare and file with the Commission SEC (at the Company’s sole cost and expense), within thirty (30) calendar days after the Business Combination Closing, a registration statement (the “Forward Registration Statement covering Statement”) registering the resale of all of the Forward Purchase Securities and the Common Stock underlying the Forward Purchase Warrants (collectively, 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 Securities”), (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 Holdersii) 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 it shall use its commercially reasonable efforts to cause have the Forward Registration Statement to be declared effective under the Securities Act as promptly soon as possible practicable after the filing thereof, but in any event not later than the Effectiveness Date, and (iii) thereafter it shall use its commercially reasonable efforts to keep the such Registration Statement continuously effective and available for sales of the Registrable Securities until the earlier of (A) such date as all of the Registrable Securities have been sold or otherwise transferred and (B) such date as all of the Registrable Securities can be sold publicly without restriction or limitation under Rule 144 under the Securities Act until and without the date which is two years after requirement to be in compliance with Rule 144(c)(1) under the Closing Date or such later date when all Securities Act; provided, however, that the Company’s obligations to include the Registrable Securities covered by in the Forward Registration Statement (a) have been sold pursuant to are contingent upon the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel Purchaser furnishing in writing to the Company pursuant to a written opinion letter to such effectinformation regarding the Purchaser, addressed and acceptable to the Company's transfer agent securities of the Company held by the Purchaser and the affected Holders (intended method of disposition of the "Effectiveness Period")Registrable Securities as shall be reasonably requested by the Company to effect the 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 stockholder in similar situations.

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale offer and sale of all of the Registrable Securities for an offering with the offer to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3S-3 or the SEC otherwise takes the position that Form S-3 is not the appropriate form for the offer and sale of the Registrable Securities), in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the HoldersHolder and agreed to by the Company) a description of the Plan of Distribution which will include, but not necessarily be limited to, the information and substance included in Annex A attached hereto (the "Plan of Distribution" attached hereto as Annex A. The Company shall cause "). Subject to the Registration Statement to become effective and remain effective as provided herein. The terms of this Agreement, the Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible practical 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 or until the Registration Statement or an exemption from date which is the registration requirements first anniversary of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders date of this Agreement (the "Effectiveness Period"). The Company shall notify the Holders via facsimile of the effectiveness of the Registration Statement no later than the following Trading Day that the Company receives notification of the effectiveness from the Commission.

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if or its equivalent for a public offering of shares and the Company is not then eligible shall use its reasonable efforts to register cause such shares to be registered for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith)offering. The Registration Statement required hereunder shall contain reflecting the principles of what is contained (except if otherwise directed by the Holders) in the "Plan of Distribution" attached hereto as Annex A. A, subject to the laws and regulations governing any plan of distribution, and what is customary by the Company according to the Purchase Agreement. 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 later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period").

Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another form appropriate form in accordance herewith). The Registration Statement required hereunder for such purpose) and shall contain (except if otherwise directed by required pursuant to written comments received from the HoldersCommission upon a review of such Registration Statement) the "“Plan of Distribution" ” in substantially the form attached hereto as Annex Exhibit 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 a Registration Statement filed under this Agreement to be declared effective under the Securities Act as promptly as possible after the filing thereofbut, but in any event not event, no later than the Effectiveness DateDate for such Registration Statement, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act with respect to any given Holder until the earlier of (i) the date which is two years after the Closing Date or such later date when all Registrable Securities covered purchased by such Holder may be sold under Rule 144 during any 90-day period, without being subject to any restrictions for resale under Rule 144 (including volume or manner-of-sale restrictions and without current public information under Rule 144), or (ii) the Registration Statement date all Registrable Securities (aincluding all Warrant Shares) have been sold pursuant to the Registration Statement or an exemption from the registration requirements disposed of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders Holder (the "“Effectiveness Period"”).

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the "Plan of DistributionPLAN OF DISTRIBUTION" attached hereto as Annex 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 later earlier date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness PeriodEFFECTIVENESS PERIOD").

Registration. (a) On or prior to the each Filing Date, Date the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities for an a selling stockholder resale offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form SB-2 or Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3such Forms, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the "Plan of Distribution" 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 commercial efforts to cause the each Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the Effectiveness Date, and . The Company shall use its commercially reasonable commercial efforts to keep the each Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date or such later earlier date of when (i) all Registrable Securities covered by the such Registration Statement (a) have been sold pursuant to the sold, or (ii) all Registrable Securities covered by such Registration Statement or an exemption from the may be sold immediately without registration requirements of under the Securities Act or (b) may be sold and without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders or (iii) except with respect to the shares issuable upon the exercise of the Options and the Warrants issued in connection with the revolving credit facility, all amounts payable under the Note have been paid in full (each, an "Effectiveness Period").

Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The initial Registration Statement required filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder S-1 and shall contain (except if unless otherwise directed by required pursuant to the Holdersrules and regulations of the Commission pursuant to written comments received from the Commission upon a review of such Registration Statement) substantially the "“Plan of Distribution" ” attached hereto as Annex A. The Company A; provided, however, that no Holder shall cause be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the Registration Statement to become effective and remain effective as provided herein. The terms of this Agreement, the Company shall use its commercially reasonable best efforts to cause the a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the applicable Effectiveness Date, and shall use its commercially reasonable best efforts to keep the such Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date or such later date when all no Registrable Securities covered are outstanding (the “Effectiveness Period”). The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement (a) have been sold pursuant following the Trading Day that the Commission telephonically confirms effectiveness with the Company. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day following such notice to the Registration Statement or an exemption from Holders, file a final Prospectus with the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Commission as required by Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect424, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period")if required.

Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder for such purpose) and shall contain (except if otherwise directed by required pursuant to written comments received from the HoldersCommission upon a review of such Registration Statement) the "“Plan of Distribution" ” in substantially the form 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 soon as possible after the filing thereofbut, but in any event not event, no later than the Effectiveness Date, and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date date that the Registration Statement is declared effective by the Commission or such later earlier date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”). It is agreed and understood that the Company shall, from time to time, be obligated to file an additional Registration Statement to cover any Registrable Securities which are not registered for resale pursuant to a pre-existing Registration Statement.

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3SB-2, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder ) and shall contain (except if otherwise directed agreed 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 soon as possible after the filing thereofbut, but in any event not event, no later than the Effectiveness Date, and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date or such later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period"). The Company shall not be obligated to enter into any underwriting agreement for the sale of any of the Registrable Securities. The Company shall notify the Holders via facsimile of the effectiveness of a Registration Statement no later than the Trading Day immediately following the date on which the Company telephonically confirms effectiveness with the Commission. 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 form of prospectus pursuant to Rule 424 with the Commission.

Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities required to be included therein and not already covered by an existing and effective Registration Statement, for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be , on Form S-3 (except if the Company is not then eligible to register or on such other form appropriate for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewithsuch purpose). The Such Registration Statement required hereunder shall contain (except if otherwise directed by required pursuant to written comments received from the HoldersCommission upon a review of such Registration Statement) the "“Plan of Distribution" ” 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 such Registration Statement to be declared effective under the Securities Act as promptly soon as possible after (including filing with the filing thereofCommission 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, but whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or not be subject to further review) but, in any event not event, no later than the its Effectiveness Date, and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two the earlier of (i) eight years after its Effective Date, (ii) such time as all of the Closing Date or such later date when all Registrable Securities covered by the such Registration Statement (a) have been publicly sold pursuant to by the Holders, or (iii) such time as all of the Registrable Securities covered by such Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions by the Holders pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "Effectiveness PeriodEFFECTIVENESS PERIOD").

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the 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 later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”).

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 S-1 or SB-2 at the Company’s election (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3S-1 or SB-2, in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. The Company shall cause Subject to the Registration Statement to become effective and remain effective as provided herein. The terms of this Agreement, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date or such later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”). 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).

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if unless the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder ) and shall contain (except if unless otherwise directed by the HoldersHolders and except to the extent the Company determines that modifications thereto are required under applicable law) substantially the "“Plan of Distribution" ” attached hereto as Annex A. The Company shall cause Subject to the Registration Statement to become effective and remain effective as provided herein. The terms of this Agreement, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than prior to the Effectiveness Date, and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date date that the Registration Statement is declared effective by the Commission or such later earlier date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”). The Company shall notify the Holders via facsimile within one (1) Trading Day of the effectiveness of the Registration Statement on the same day that the Company receives notification of the effectiveness from the Commission.

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form SB-2 (or on such other form appropriate for such purpose). The Such 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 required pursuant to written comments received from the HoldersCommission upon a review of such Registration Statement) 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 such Registration Statement to be declared effective under the Securities Act as promptly soon as possible after the filing thereofbut, but in any event not event, no later than the its Effectiveness Date, and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two the earliest of (i) five years after its Effective Date, (ii) such time as all of the Closing Date or such later date when all Registrable Securities covered by the such Registration Statement (a) have been publicly sold pursuant to by the Holders, or (iii) such time as all of the Registrable Securities covered by such Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions by the Holders pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period"). By 9:00 a.m. (New York City time) on the Business Day following the Effective Date, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule).

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Major Holders) 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 later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”).

Registration. (a) On or prior to the Filing Date, Date the Company shall prepare and file with the Commission the a "shelf" Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder with the Securities Act and the rules promulgated thereunder) and shall contain (except if otherwise directed by the HoldersPurchaser) the "Plan of Distribution" attached hereto as Annex Exhibit A. The Company shall cause (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement to become effective and remain effective as provided herein. The Company shall Statement, other than the securities described in Schedule 2 hereto, (ii) use its commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 12d1-2 promulgated under the Exchange 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) as promptly soon as possible after the filing thereof, but in any event not later than prior to the Effectiveness Date, and shall use its commercially reasonable efforts to keep the such Registration Statement continuously effective under the Securities Act until such date as is the date which is two years after earlier of (x) the Closing Date or such later date when all Registrable Securities covered by the such Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (by) the date on which the Registrable Securities may be sold without volume restrictions any restriction pursuant to Rule 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 and the affected Holders to such effect (the "Effectiveness Period").

Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder ) and shall contain (except if otherwise directed by required pursuant to written comments received from the HoldersCommission upon a review of such Registration Statement) the "“Plan of Distribution" ” in substantially the form attached hereto as Annex A. The Company shall cause A (which may be modified to respond to comments, if any, provided by the Registration Statement to become effective and remain effective as provided hereinCommission). The Company shall use its commercially reasonable efforts to cause the a Registration Statement filed under this Agreement to be declared effective under the Securities Act as promptly as possible after the filing thereofbut, but in any event not event, no later than the Effectiveness DateDate for such Registration Statement, and shall shall, subject to Section 7(d) hereof, use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the earlier of (i) the date which that is two years after the Closing Date or and (ii) the date on which all securities under such later date when all Registration Statement have ceased to be Registrable Securities covered by (the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to “Effectiveness Period”). It is agreed and understood that the Company shall, from time to time, be obligated to file one or more additional Registration Statements to cover any Registrable Securities which are not registered for resale pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period")pre-existing Registration Statement.

Registration. (a) On If at any time after the 30-month anniversary of the Effective Date (or prior to in connection with any Lock-up Exception Offering permitted under clause 5.02(a)(viii)) the Company receives a written request from the Investors’ Representative, on behalf of the Investors, that the Company register Registrable Securities under the Securities Act, then the Company shall, as promptly as reasonably practicable, but not later than the 30th day after receipt of such written request (any such date of filing, the “Filing Date”), the Company shall prepare and file with the Commission the SEC a Registration Statement covering providing for the resale of all offer and sale for cash by the Investors of the Registrable Securities not already covered by an existing and effective Registration Statement (giving effect to any amendments thereto) for an offering to be made on a delayed or 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 such registration shall be, at the Registration shall be election of the Investors’ Representative on behalf of the Investors, on Form S-1 or another appropriate form in accordance herewith)for such purpose) and, if the Company is a WKSI as of the Filing Date, shall be an Automatic Shelf Registration Statement. The Registration Statement required hereunder shall contain (except if otherwise directed by Thereafter, 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 any such Registration Statement to be declared effective or otherwise to become effective under the Securities Act as promptly soon as possible after the filing thereofreasonably practicable but, but in any event not event, no later than the Effectiveness DateDeadline, and shall use its commercially reasonable efforts to keep the such 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 Company Common Shares subject to this Article III cease to be Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "“Effectiveness Period"”).

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed in writing by the HoldersHolders or if otherwise required by applicable law or by the Commission) the "Plan of DistributionPLAN OF DISTRIBUTION" attached hereto as Annex ANNEX A. The Company shall use commercially reasonable efforts to cause the Registration Statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date or such later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness PeriodEFFECTIVENESS PERIOD").

Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-1 (or on another form appropriate for such purpose). The Such 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 required pursuant to written comments received from the HoldersCommission upon a review of such Registration Statement) 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 such Registration Statement to be declared effective under the Securities Act as promptly soon as possible after the filing thereofbut, but in any event not event, no later than the its Effectiveness Date, and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two the earlier of (i) five years after its Effective Date, (ii) such time as all of the Closing Date or such later date when all Registrable Securities covered by the such Registration Statement (a) have been publicly sold pursuant to by the Holders, or (iii) such time as all of the Registrable Securities covered by such Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions by the Holders pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”). By 5:00 p.m. (New York City time) on the Effective Date, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule).

Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement required filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder , subject to the provisions of Section 2(d)and shall contain (except if unless otherwise directed by at least a majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. The Company shall cause Subject to the Registration Statement to become effective and remain effective as provided herein. The terms of this Agreement, the Company shall use its commercially reasonable best efforts to cause the a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c) to be declared effective under the Securities Act as promptly as possible reasonably practical after the filing thereof, but in any event not later than the Effectiveness Date, thereof and shall use its commercially reasonable best efforts to keep the such 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 such Registration Statement (ai) have been sold sold, thereunder or pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act Rule 144, or (bii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent Transfer Agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day.

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder with the Securities Act and the rules promulgated thereunder) and shall contain (except if otherwise directed by the HoldersHolders or required by the Commission) the "“Plan of Distribution" ” attached hereto as Annex A. Exhibit B. The Company shall cause (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement to become effective and remain effective as provided herein. The Company shall Statement, (ii) use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act (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 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) as promptly soon as possible after the filing thereof, but in any event not later than prior to the Effectiveness Date, and shall use its commercially reasonable efforts to (iii) keep the such Registration Statement continuously effective under the Securities Act until for a period ending on the date which is earliest of (A) two years after from the Closing Date or Date, (B) such later date when time as all Registrable Securities covered by the such Registration Statement (a) have been sold pursuant to sold, and (C) the Registration Statement or an exemption from the registration requirements termination of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders this Agreement (the "“Effectiveness Period"”).

Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder for such purpose) and shall contain (except if otherwise directed by required pursuant to written comments received from the HoldersCommission upon a review of such Registration Statement) the "Plan of Distribution" substantially in the form 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 each Registration Statement to be declared effective under the Securities Act as promptly soon as possible after the filing thereofbut, but in any event not event, no later than the its Effectiveness Date, and shall use its commercially reasonable best efforts to keep the each Registration Statement continuously effective under the Securities Act until the date which is two years second year after the Closing Date date that the Registration Statement is declared effective by the Commission or such later earlier date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness PeriodEFFECTIVENESS PERIOD"). The initial Registration Statement shall include a number of Registrable Securities equal to the sum of (a) the number of Common Shares issuable upon an assumed conversion in full of the Series C Preferred Stock and (b) the number of shares of Common Stock issuable upon exercise in full of the Warrants.

Registration. (a) On Prior to or prior to on the Filing Datedate that is two (2) Business Days after the Company files its annual report on Form 10-K for the year ended December 31, 2022, the Company shall prepare and file or confidentially submit with the Commission the a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415415 (a “Resale Shelf Registration Statement”). The Resale Shelf Registration Statement required hereunder shall be filed on Form S-3 (except if S-3, unless the Company is not then eligible to register for resale the Registrable Securities on file a Form S-3, in which case the Registration then it shall be filed on another Form S-1 (or on such other form appropriate form in accordance herewith). The Registration Statement required hereunder shall for such purpose) and contain (except if otherwise directed required pursuant to written comments received from the Commission upon a review of such Resale Shelf Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur unless such characterization is consistent with written information provided by the HoldersHolder in the Selling Holder Questionnaire) the "a “Plan of Distribution" ” in substantially the form 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 Resale Shelf Registration Statement to be declared effective under the Securities Act as promptly soon as possible after the filing thereofreasonably practicable, but in any event not no later than the applicable Effectiveness Date, and shall use its commercially reasonable best efforts to keep the each such Resale Shelf Registration Statement continuously effective under during its entire Effectiveness Period. By 9:30 a.m. (New York City time) on the Securities Act until Business Day immediately following the date which is two years after Effective Date of the Closing Date or Resale Shelf Registration Statement, the Company shall file with the Commission in accordance with Rule 424 the final Prospectus to be used in connection with sales pursuant to such later date when all Registrable Securities covered by the Resale Shelf Registration Statement (awhether or not such filing is technically required under such Rule) have been sold pursuant to in accordance with the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period")424.

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. The Company shall cause A, together with such changes as are required by the Registration Statement Commission. Subject to become effective and remain effective as provided herein. The the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date or such later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders Holders, and in no event later than the date two (2) years following the date of the Purchase Agreement (the "“Effectiveness Period"”).

Registration. (a) On or prior to the applicable Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities (other than the 2007 Make Good Shares and the 2008 Make Good Shares) not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-1 (or on such other form appropriate for such purpose). The Such 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 required pursuant to written comments received from the HoldersCommission upon a review of such Registration Statement) 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 such Registration Statement to be declared effective under the Securities Act as promptly soon as possible after the filing thereofbut, but in any event not event, no later than the its Effectiveness Date, and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the earliest of (i) two years after its Effective Date (and for purposes of a Registration Statement contemplated in Section 2(c) and/or Section 2(d) hereof, two years after the Closing Effective Date or therefor), (ii) such later date when time as all of the Registrable Securities covered by the such Registration Statement (a) have been publicly sold pursuant to by the Holders, or (iii) such time as all of the Registrable Securities covered by such Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions by the Holders pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness PeriodEFFECTIVENESS PERIOD"). 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 is technically required under such Rule).

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) 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 later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period").

Registration. (a) On or prior Unless otherwise objected to by the Filing DateCommission, the Company shall agrees to use commercially reasonable efforts to prepare and file with the Commission a pre-effective amendment to the registration statement filed with the Commission on January 17, 2003, File No. 333-102593, and under review (the "Existing Registration Statement Statement") covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. If the Commission objects to such inclusion, the Company agrees to use commercially reasonable efforts to prepare and file with the Commission a "Shelf" Registration Statement covering the resale of all Registrable Securities within 5 days of the effective date of the Existing Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if unless the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by Subject to the Holders) terms of this Agreement, the "Plan of Distribution" attached hereto as Annex A. The Company shall cause the Registration Statement agrees 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 reasonably practicable after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its commercially reasonable efforts to keep the such Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date date that such Registration Statement is declared effective by the Commission or such later earlier date when all Registrable Securities covered by the such Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period").

Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder for such purpose) and shall contain (except if otherwise directed by required pursuant to written comments received from the HoldersCommission upon a review of such Registration Statement) 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 soon as possible after the filing thereofbut, but in any event not event, no later than the Effectiveness Date, and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date date that the Registration Statement is declared effective by the Commission or such later earlier date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”). It is agreed and understood that the Company shall, from time to time, be obligated to file an additional Registration Statement to cover any Registrable Securities which are not registered for resale pursuant to a pre-existing 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 all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415; provided, that the Company shall only be required to register Registrable Securities up to an amount permitted to be registered by the Securities and Exchange Commission (the “SEC”) pursuant to the Rule 415 Interpretative Position. The Registration Statement required hereunder shall be on Form S-3 SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration shall be on or another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. The Company shall cause Subject to the Registration Statement to become effective and remain effective as provided herein. The terms of this Agreement, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date or such later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by (the counsel “Effectiveness Period”). In the event any Registrable Securities are excluded from such Registration Statement due to the Company pursuant Rule 415 Interpretative Position, the Registrable Securities to be excluded shall be allocated among all Holders on a written opinion letter pro rata basis based on the total number of Registrable Securities proposed to be included in such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period")Registration Statement.

Registration. (a) On or prior to the Filing Date, the Company shall use commercially reasonable efforts to prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. The Company shall cause Subject to the Registration Statement to become effective and remain effective as provided herein. The terms of this Agreement, the Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date or such later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”). In the event that the Company is unable to have the Registration Statement declared effective by the Effectiveness Date due to limitations imposed by the Securities and Exchange Commission on the registration of shares for resale on behalf of selling security holders, such inability shall not be considered a breach of the Company’s obligations under this Agreement.

Registration. No later than thirty (a30) On or prior to days after the Filing date on which the Company has closed on an aggregate of at least $3,000,000 in the Common Stock Offering (the “Closing Date”), the Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement (“Registration Statement Statement”) covering the resale of all of the shares of Common Stock sold in the Common Stock Offering (the “Registrable Securities Securities”) for an offering to be made on a continuous basis pursuant to Rule 415415 of the Securities Act. The Registration Statement required filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration 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 hereinS-1. The Company shall use its commercially reasonable efforts to cause the such 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 120 days after the Effectiveness Closing Date, and . The Company shall use its commercially reasonable efforts to keep the such Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date or earliest of: (i) such later date when time as all Registrable Securities covered by the such Registration Statement have been sold, thereunder or pursuant to Rule 144, (ii) such time as all Registrable Securities covered by such Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements other than Registrable Securities held by persons who are affiliates of the Securities Act or (bCompany) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) as determined by 144 and without the counsel to requirement for the Company pursuant to be in compliance with the current public information requirement under Rule 144; or (iii) one year from the Closing Date. The Company shall promptly notify the Subscriber of the effectiveness of a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period")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 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 HoldersHolders or if otherwise required by any applicable law or regulation) substantially the "Plan of Distribution" attached hereto as Annex A. The Company shall cause Subject to the Registration Statement to become effective and remain effective as provided herein. The terms of this Agreement, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two years after earliest of (i) the Closing Date or such later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to or cancelled, (ii) the Registration Statement or an exemption from the registration requirements date when all of the Registrable Securities Act not theretofore sold or (b) cancelled may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders Holders, or (iii) the sixth anniversary of the Closing Date (the "Effectiveness Period").

Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 X-0, X-0 or SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3X-0, X-0 or SB-2, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder for such purpose) and shall contain (except if otherwise directed by required pursuant to written comments received from the HoldersCommission upon a review of such Registration Statement) the "Plan of Distribution" substantially in the form attached hereto as Annex 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 each Registration Statement to be declared effective under the Securities Act as promptly soon as possible after the filing thereofbut, but in any event not event, no later than the its Effectiveness Date, and shall use its commercially reasonable best efforts to keep the each Registration Statement continuously effective under the Securities Act until the date which is two years second year after the Closing Date date that the Registration Statement is declared effective by the Commission or such later earlier date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness PeriodEFFECTIVENESS PERIOD"). The initial Registration Statement shall include a number of Registrable Securities equal to the sum of (a) the number of Underlying Shares issuable upon an assumed conversion in full of the Notes (assuming for such purpose that the Notes are held until their respective schedules Maturity Dates and all interest accretes to principal for the life thereof) and (b) the number of shares issuable upon exercise in full of the Warrants.

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3SB-2, in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) substantially the "Plan of Distribution" attached hereto as Annex A. The Company shall cause Subject to the Registration Statement to become effective and remain effective as provided herein. The terms of this Agreement, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date or such later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period"). 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).

Registration. (a) On As promptly as possible, and in any event on or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by required pursuant to written comments received from the HoldersCommission upon a review of such Registration Statement) the "Plan of Distribution" 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 best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its commercially best reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date or such later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period").

Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all 200% of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The A Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Each Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the "“Plan of Distribution" ” attached hereto as Annex A. The Company shall cause the such Registration Statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable best efforts to cause the each Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its commercially reasonable best efforts to keep the such Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date date that such Registration Statement is declared effective by the Commission or such later earlier date when all Registrable Securities covered by the such Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”). Notwithstanding anything herein to the contrary, as to each Holder, the maximum amount of liquidated damages payable shall be no more than 200% of the Subscription Amount paid by such Holder, excluding interest accrued on any unpaid amounts.

Registration. (a) On or prior to the Filing Date, Date the Company shall prepare and file with the Commission the a "shelf" Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the "Plan of Distribution" attached hereto as Annex A. The Company shall cause (i) not permit any securities other than the Registrable Securities and those securities on Schedule 7(c) hereto to be included in the Registration Statement to become effective and remain effective as provided herein. The Company shall Statement, (ii) use its commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible (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 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) on or prior to the 90th day after the filing thereofClosing Date, but in any event not later than prior to the Effectiveness Date, and shall use its commercially reasonable efforts to keep the such Registration Statement continuously effective under the Securities Act until such date as is the date which is two years after earlier of (x) the Closing Date or such later date when all Registrable Securities covered by the such Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (by) the date on which the Registrable Securities may be sold without volume restrictions any restriction pursuant to Rule 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 and the affected Holders to such effect (the "Effectiveness Period").

Registration. (a) On or prior to the Filing Date, the Company shall use commercially reasonable efforts to prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration Statement shall be on another appropriate form 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 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 best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date or such later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”).

Registration. (a) On or prior to As soon as practicable, but in no event later than the Filing DateDate Deadline, the Company shall prepare and file with the Commission SEC a registration statement on Form SB-2 for the Registration Statement covering purpose of registering under the resale of Securities Act all of the Registrable Securities Shares for an offering resale by, and for the account of, the Investors as selling stockholders thereunder (the "Registration Statement," which term, for purposes of Section 5 hereof, shall include each Piggyback Registration Statement (as defined below)). The Registration Statement shall permit the Investors to be made offer and sell, on a delayed or continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if 415 under the Company is not then eligible to register for resale Securities Act, any or all of 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 hereinShares. The Company shall use its all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act after 5:00 p.m. as promptly as possible after the filing thereoffiling, but in any no event not later than the Effectiveness DateDeadline, and shall use its commercially reasonable efforts be required to keep the Registration Statement continuously effective until such date that is the earlier of (i) the second anniversary of the effective date of such Registration Statement; and (ii) the date on which the Shares can be sold by non-affiliates of the Company without registration under Rule 144(k) promulgated under the Securities Act until (the date which is two years after "Mandatory Registration Termination Date"). Thereafter, the Closing Date or such later date when all Registrable Securities covered by Company shall be entitled to withdraw the Registration Statement (a) and the Investors shall have been sold no further right to offer or sell any of the Registrable Shares pursuant to the Registration Statement (or an exemption from any Prospectus relating thereto). The Company will timely file a Form D in accordance with the registration requirements provisions of Regulation D promulgated by the SEC under the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel with respect to the Company pursuant to a written opinion letter to such effect, addressed transactions contemplated by Securities Purchase Agreement and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period")this Agreement.

Registration. (a) On or prior to the each Filing Date, the Company shall use best efforts to prepare and file with the Commission the a Registration Statement covering the resale of all 100% of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The A Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Each Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the "Plan of Distribution" attached hereto as Annex A. The Company shall cause the such Registration Statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable efforts to cause the each Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its commercially reasonable efforts to keep the such Registration Statement continuously effective under the Securities Act until the date which is later of two years after the Closing Date or date the such later date when all Registrable Securities covered Registration Statement is declared effective by the Registration Statement (a) have been sold pursuant to the Registration Statement Commission or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period"), provided that the Effectiveness Period shall end prior to two years after the date the such Registration Statement is declared effective by the Commission if all Registrable Securities covered by such Registration Statement have been sold.

Registration. (a) On As soon as practicable, but in any event on or prior to the Required Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all 150% of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder with the Securities Act and the rules promulgated thereunder) and shall contain (except if otherwise directed by the HoldersPurchasers) the "Plan of Distribution" substantially in the form attached hereto as Annex Exhibit A. The Company shall cause (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement to become effective and remain effective as provided herein. The Company shall Statement, (ii) use its commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act (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 the Registration Statement will not be "reviewed," or not be subject to further review) as promptly soon as possible after the filing thereof, but in any event not later than prior to the Effectiveness Date, and shall use its commercially reasonable efforts to (iii) keep the such 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 such Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period").

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) 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 later earlier date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period").

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission Commission, and in accordance with the Securities Act and all applicable regulations promulgated thereunder, the Registration Statement covering the resale of all of the Registrable Securities (or so much of the Registrable Securities as SNI requests to be included therein) for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3SB-2, in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. The Company shall cause Subject to the Registration Statement to become effective and remain effective as provided herein. The terms of this Agreement, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its commercially reasonable best 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 of the Registration Statement (a) Shares have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”).

Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be , on Form S-3 S-1 (except if the Company is not then eligible at such time to register for resale the Registrable Securities on Form S-3, in which case the Registration such NYCLIB01/NYDES/159955.13 Lovells registration shall be on another appropriate form in accordance herewithForm S-3). The Registration Statement required hereunder shall contain (except if otherwise directed by required pursuant to written comments received from the HoldersCommission upon a review of such Registration Statement) the "“Plan of Distribution" ” 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 soon as possible after the filing thereofbut, but in any event not event, no later than the Effectiveness Date, and shall use its commercially reasonable best efforts to keep the each Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date or earlier of (i) at such later date when time as all of the Registrable Securities covered thereunder have been publicly sold by the Registration Statement Holders, or (aii) have been sold pursuant to the Registration Statement or an exemption from the registration requirements at such time as all of the Registrable Securities Act or (b) thereunder may be sold without volume restrictions by the Holders pursuant to Rule 144(k) 144 without application of the requirements imposed by such Rule upon sales by affiliates, as determined by the counsel to the Company pursuant to and evidenced by a written opinion letter of its counsel to such effectthat effect delivered to each of the Holders who then hold Registrable Securities that have not been publicly sold, addressed and acceptable to the Company's transfer agent and the affected Holders (the "“Effectiveness Period"”).

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be , on Form S-3 (except or, if the Company is not then eligible to register utilize such form for resale the Registrable Securities such purpose, on Form S-3, in which case the Registration shall be on another such other form appropriate form in accordance herewithfor such purpose). The Registration Statement required hereunder shall contain (except if otherwise directed by required pursuant to written comments received from the HoldersCommission upon a review of the Registration Statement) the "“Plan of Distribution" ” 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 soon as possible after the filing thereofbut, but in any event not event, no later than the its Effectiveness Date, and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two the earliest of (i) three years after its Effective Date, (ii) such time as all of the Closing Date or such later date when all Registrable Securities covered by the Registration Statement (a) have been publicly sold pursuant to by the Holders, or (iii) such time as all of the Registrable Securities covered by the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions by the Holders pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”). By 9:30 a.m. (New York City time) on the Business Day immediately following the Effective Date, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to the Registration Statement (whether or not such filing is technically required under such Rule).

Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form F-1 (or on such other form appropriate for such purpose). The Such 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 required pursuant to written comments received from the HoldersCommission upon a review of such Registration Statement) 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 such Registration Statement to be declared effective under the Securities Act as promptly soon as possible after the filing thereofbut, but in any event not event, no later than the its Effectiveness Date, and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two the earlier of (i) five years after its Effective Date, (ii) such time as all of the Closing Date or such later date when all Registrable Securities covered by the such Registration Statement (a) have been publicly sold pursuant to by the Holders, or (iii) such time as all of the Registrable Securities covered by such Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions by the Holders pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”). By 5:00 p.m. (New York City time) on the Effective Date, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule).

Registration. (a) In accordance with the terms of this Agreement, the Company shall register the resale of all the Registrable Securities on behalf of the Buyers during the Registration Period (as described below). On or prior to the Filing DateDeadline, the Company shall prepare and file with the Commission the SEC a Registration Statement on Form S-1 or SB-2 (or, if the Company is then eligible, on Form S-3) covering the resale of all the Initial Required Registration Amount of the Premier Registrable Securities for an offering Securities. On or prior to be made on the Secondary Filing Deadline, the Company shall prepare and file with the SEC a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 S-1 or SB-2 (except or, if the Company is not then eligible to register for resale the Registrable Securities eligible, on Form S-3, in which case ) covering 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 resale of Distribution" attached hereto as Annex A. The Company shall cause the Registration Statement to become effective and remain effective as provided hereinany other Registrable Securities. The Company shall use its commercially reasonable best efforts to have the Initial Registration Statement, the Secondary Registration Statement, and all subsequent Registration Statements declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. By 9:30 am on the date following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. The Company shall cause the a Registration Statement to be declared remain effective under until all of 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) thereby have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) 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 ’s transfer agent and the affected Holders (the "Effectiveness “Registration Period"”).

Registration. (a) On or prior to the Filing Date, the The Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewithwith the Securities Act and the rules promulgated thereunder). 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 (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement, (ii) use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act (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 in writing by the Commission that the Registration Statement will not be "reviewed," or not be subject to further review) as promptly soon as possible after the filing thereof, but in any event not later than prior to the Effectiveness Date, and shall use its commercially reasonable efforts to (iii) keep the such Registration Statement continuously effective under the Securities Act until the earliest to occur of: (x) the date on which is two years after the Closing Date or such later date when all Registrable Securities covered by the Registration Statement (a) have been shares of Common Stock sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) Purchase Agreement may be sold without volume restrictions under Rule 144, or (y) the date on which all shares Common Stock sold pursuant to Rule 144(k) as determined the Purchase Agreement have been sold by the counsel Purchasers who purchased such shares pursuant 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 Purchase Agreement (the "Effectiveness Period").

Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities for an a selling stockholder resale offering to be made on a continuous basis pursuant to Rule 415. The Company shall be required to file no more than two Registration Statements registering a Minimum Borrowing Note pursuant to this Agreement. The Company shall not be required to prepare or file a Registration Statement required hereunder for less than $500,000 in Registrable Securities. Each Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the "Plan of Distribution" attached hereto as Annex A. The Company shall cause the each Registration Statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable commercial efforts to cause the each Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the Effectiveness Date, and . The Company shall use its commercially reasonable commercial efforts to keep the each Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date or such later earlier date of when (i) all Registrable Securities covered by the such Registration Statement (a) have been sold pursuant to the or (ii) all Registrable Securities covered by such Registration Statement or an exemption from the may be sold immediately without registration requirements of under the Securities Act or (b) may be sold and without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the each, an "Effectiveness Period").

Registration. (a) On or prior to the Required Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder with the Securities Act and the rules promulgated thereunder) and shall contain (except if otherwise directed by the HoldersPurchasers) the "Plan of Distribution" attached hereto as Annex A. Exhibit B. The Company shall cause hereby represents and warrants to the Registration Statement Purchasers that it is currently eligible to become effective and remain effective as provided hereinregister for resale the Registrable Securities on Form S-3. The Company shall (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement, (ii) use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act (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 in writing by the Commission that the Registration Statement will not be "reviewed," or not be subject to further review) as promptly soon as possible after the filing thereof, but in any event not later than prior to the Effectiveness Date, and shall use its commercially reasonable efforts to (iii) keep the such Registration Statement continuously effective under the Securities Act until the date on which is two years after the Closing Date or such later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions restriction pursuant to Rule 144(k) as determined by of the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders Securities Act (the "Effectiveness Period").

Registration. (a) On or prior to the Filing DateDate for the Warrant Shares, the Company shall use its commercially reasonable efforts to prepare and file with the Commission the SEC a Registration Statement covering the resale of all 100% of the Registrable Securities number of Conversion Shares and Warrant Shares underlying the Notes and Warrants issued to the Holders on the date of this Agreement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall 415 (which number of shares is deemed by the parties to be on Form S-3 (except if a reasonable, good faith estimate of the maximum number of shares issuable pursuant to the Notes and Warrants through conversion or exercise by the Holders or through the payment by the Company is not then eligible to register for resale the Registrable Securities on Form S-3of principal, in which case the Registration shall be on another appropriate form in accordance herewithinterest, or redemption thereunder). The Registration Statement required hereunder shall be on Form S-1 (or on such other form appropriate for such purpose) and shall contain (except if unless otherwise directed by the HoldersHolders and except if otherwise required pursuant to comments received from the SEC upon a review of such Registration Statement or pursuant to judicial and SEC interpretations) substantially 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 soon as reasonably possible after the filing thereofbut, but in any event not event, no later than the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until during 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 balance of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness applicable Registration Period").

Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form SB-2 (or on such other form appropriate for such purpose). The Such 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 required pursuant to written comments received from the HoldersCommission upon a review of such Registration Statement) 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 such Registration Statement to be declared effective under the Securities Act as promptly soon as possible after the filing thereofbut, but in any event not event, no later than the its Effectiveness Date, and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two the earliest of (i) five years after its Effective Date, (ii) such time as all of the Closing Date or such later date when all Registrable Securities covered by the such Registration Statement (a) have been publicly sold pursuant to by the Holders, or (iii) such time as all of the Registrable Securities covered by such Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions by the Holders pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period"). By 5:00 p.m. (New York City time) on the Trading Day following the Effective Date, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule).

Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement (except as provided in Section 2(b)) for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder for such purpose) and shall contain (except if otherwise directed by required pursuant to written comments received from the HoldersCommission upon a review of such Registration Statement) the "“Plan of Distribution" ” in substantially the form 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 best efforts to cause the each Registration Statement to be declared effective under the Securities Act as promptly soon as possible after the filing thereofbut, but in any event not event, no later than the Effectiveness DateDate for such Registration Statement, and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date or earlier of (i) such later date when time as all Registrable Securities covered by the such Registration Statement (a) have been publicly sold pursuant to by the Holders or (ii) the date that all shares of Common Stock covered by such Registration Statement or an exemption from the registration requirements of the cease to be Registrable Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders hereunder (the "“Effectiveness Period"”), subject to Section 6(e) hereof.

Registration. (a) On or prior to As soon as practicable after the Filing Financial Statements Delivery Date, the Company shall prepare and file with the Securities and Exchange Commission (the Registration Statement covering “SEC”) a registration statement on the resale appropriate form for the purpose of registering under the Securities Act (as hereinafter defined) all of the Registrable Securities Shares (as hereinafter defined) for an offering to be made on a continuous basis pursuant to Rule 415. The distribution by the Shareholder (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 herewithStatement”). 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 agrees to become effective and remain effective as provided herein. The Company shall use its commercially reasonable efforts Best Efforts to cause the Registration Statement to be declared effective under by the Securities Act SEC as promptly soon as possible practicable after the filing thereof, but in any event not later than thereof with the Effectiveness Date, and SEC. The registration of such Registrable Shares to be effected pursuant to this Agreement is referred to herein as the “Registration.” The Company shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under (including through the Securities Act filing of any required post-effective amendments) until the earlier to occur of (i) the date after which all of the Registrable Shares registered thereunder shall have been distributed by the Shareholder and (ii) the date that is two years after the Closing Date or first anniversary of the effective date of the Registration Statement; provided, that such later date when all Registrable Securities covered shall be extended by the amount of time of any period during which the Shareholder may not use the Registration Statement (apursuant to the terms of Section 1.2(e) or Section 2 below, or as a result of a breach by the Company of its obligations hereunder. Thereafter, the Company shall be entitled to withdraw the Registration Statement and, upon such withdrawal, the Shareholder shall have been sold no further right to distribute any of the Registrable Shares pursuant to the Registration Statement (or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period"any prospectus relating thereto).

Registration. (a) On or prior to the each Filing Date, the Company shall use its best efforts to prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the "Plan of Distribution" attached hereto as Annex A. The Company shall cause the each Registration Statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable commercial efforts to cause the first such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the Effectiveness Date, and . The Company shall use its commercially reasonable commercial efforts to cause any subsequent such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than sixty (60) days after the filing thereof. The Company shall use its reasonable commercial efforts to keep the each Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date or such later earlier date of when (i) all Registrable Securities covered by the such Registration Statement (a) have been sold pursuant to the or (ii) all Registrable Securities covered by such Registration Statement or an exemption from the may be sold immediately without registration requirements of under the Securities Act or (b) may be sold and without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the each, an "Effectiveness Period").

Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the "Plan of Distribution" attached hereto as Annex A. The Company shall cause the each Registration Statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable commercial efforts to cause the first such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the Effectiveness Date, and . The Company shall use its commercially reasonable commercial efforts to cause any subsequent such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than sixty (60) days after the filing thereof. The Company shall use its reasonable commercial efforts to keep the each Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date or such later earlier date of when (i) all Registrable Securities covered by the such Registration Statement (a) have been sold pursuant to the or (ii) all Registrable Securities covered by such Registration Statement or an exemption from the may be sold immediately without registration requirements of under the Securities Act or (b) may be sold and without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "each, an “Effectiveness Period"”).

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the not less than 2,341,771 Registrable Securities (or such lesser amount as required by the SEC) for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder ) and shall contain (except if otherwise directed required by the HoldersCommission) the "Plan of Distribution" attached hereto as Annex A. The Company shall use -------------------- ------- commercially reasonable efforts to cause the Registration Statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the prior to its 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 the earlier of four (4) years after from the Closing Date or such later the date when all Registrable Securities covered by the such Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period").. --------------------

Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the applicable Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities registrations on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder a secondary basis and shall contain (except if otherwise directed agreed by the Holders) the "Plan of Distribution" attached hereto as Annex A. The Company A (the parties agreeing that, notwithstanding anything to the contrary contained in any Transaction Document, no Holder shall cause be required to acquire Registrable Securities or to otherwise perform at the Closing or Additional Closing, as the case may be, if it shall be named as an "Underwriter" in any Registration Statement to become effective and remain effective as provided hereinStatement). The Company shall use its commercially reasonable best efforts to cause the each Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than prior to the applicable Effectiveness Date, and shall use its commercially reasonable best efforts to keep the such Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date date that a Registration Statement is declared effective by the Commission or such later earlier date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period").

Registration. (a) On or prior ox xxxor to the Filing Date, the Company shall use its best efforts to prepare and file with the Commission the Registration Statement covering the resale of all of the not less than 598,588 Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder ) and shall contain (except if otherwise directed agreed by the Holders) 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 best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, thereof and shall use its commercially reasonable best efforts to keep the such Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date date a registration statement is declared effective by the Commission or such later earlier date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) or any restrictions under Regulation S of the Securities Act as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period"). In no event shall the Company have any obligation to keep such Registration Statement in effect beyond the Effectiveness Period, unless otherwise extended pursuant to the terms hereof.

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the 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 five years after the Closing Date or such later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”).

Registration. (a) On After the Company has qualified for the use of Form S-3, on or prior to the each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement on Form S-3 covering the resale of all or such portion of the Registrable Securities as are specified in a written request from the Holder to the Company not already covered by an existing and effective Registration Statement (except as provided in Section 2(b)) 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 required pursuant to written comments received from the HoldersCommission upon a review of such Registration Statement) the "“Plan of Distribution" ” in substantially the form 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 each Registration Statement to be declared effective under the Securities Act as promptly soon as possible after the filing thereofbut, but in any event not event, no later than the Effectiveness DateDate for such Registration Statement, and shall use its 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 earlier of (i) such later date when time as all Registrable Securities covered by such Registration Statement have been publicly sold by the Holder or (ii) the date that all shares of Common Stock covered by such Registration Statement cease to be Registrable Securities hereunder (the “Effectiveness Period”), subject to Section 6(e) hereof. The Company shall not be required to effect more than two registrations pursuant to this Section 2(a) in any 12-month period; provided, that the Company will not have been deemed to effect a registration unless and until the Registration Statement (arequested under this Section 2(a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period")becomes effective.

Registration. (a) On or prior to the Filing Date, Date the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be initially on Form SB-2, and as soon as reasonably practicable after the Company becomes eligible to use Form S-3 (except if or any successor form) to register the Registrable Securities, the Company is not then eligible to register for resale shall prepare and file a Registration Statement covering the Registrable Securities on Form S-3 and, upon effectiveness of such Form S-3, in which case such Registration Statement on Form S-3 shall thereafter be the "Registration shall be on another appropriate form in accordance herewith)Statement" required hereunder. 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 best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the Effectiveness Date, and . The Company shall use its commercially reasonable best 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 earlier date of when (i) all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the (ii) all Registrable Securities may be sold immediately without registration requirements of under the Securities Act or (b) may be sold and without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period").

Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be , on Form S-3 (except if the Company is not then eligible to register or on such other form appropriate for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewithsuch purpose). The Such Registration Statement required hereunder shall contain (except if otherwise directed by required pursuant to written comments received from the HoldersCommission upon a review of such Registration Statement) the "Plan of Distribution" 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 such Registration Statement to be declared effective under the Securities Act as promptly soon as possible after the filing thereofbut, but in any event not event, no later than the its Effectiveness Date, and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two the earliest of (i) five years after its Effective Date, (ii) such time as all of the Closing Date or such later date when all Registrable Securities covered by the such Registration Statement (a) have been publicly sold pursuant to by the Holders, or (iii) such time as all of the Registrable Securities covered by such Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions by the Holders pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period"). By 5:00 p.m. (New York City time) on the Trading Day immediately following the Effective Date, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule).

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) 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 later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”).

Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement required hereunder shall be on Form S-3 (except except, if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the "Plan of Distribution" attached hereto as Annex A. The Company shall cause the each Registration Statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable commercial efforts to cause the first such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the Effectiveness Date, and . The Company shall use its commercially reasonable commercial efforts to cause any subsequent such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than fifty (50) days after the filing thereof. The Company shall use its reasonable commercial efforts to keep the each Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date or such later earlier date of when (i) all Registrable Securities covered by the such Registration Statement (a) have been sold pursuant to the or (ii) all Registrable Securities covered by such Registration Statement or an exemption from the may be sold immediately without registration requirements of under the Securities Act or (b) may be sold and without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the each, an "Effectiveness Period").

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the 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 later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period").

Registration. (a) On or prior to the Filing Date, the The Company shall prepare and file with the Commission the a Registration Statement covering the resale of all 100% of the Registrable Securities and the Additional Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415415 (or such lesser amount in accordance with the Commission’s current interpretations and guidance for such offerings). The Registration Statement required hereunder shall be on Form S-3 S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3S-1, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder ) and shall contain (except if unless otherwise directed by the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. The Company shall cause Subject to the Registration Statement to become effective and remain effective as provided herein. The terms of this Agreement, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than prior to the applicable Effectiveness Date, and shall use its commercially reasonable best efforts to keep the such Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date or such later date when all Registrable Securities covered by the such Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) 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 ’s transfer agent and the affected Holders (the "“Effectiveness Period"”). The Company shall immediately notify the Holders via facsimile of the effectiveness of the Registration Statement on the same day that the Company receives notification of the effectiveness from the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b).

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the 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 date that such Registration Statement is declared effective by the Commission or such later earlier date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period").

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3SB-2, in which case the Registration Statement shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed requested by the HoldersHolder Agent, and agreed to by the Company, the agreement of which shall not be withheld unreasonably) substantially the "Plan of Distribution" attached hereto as Annex EXHIBIT A. The Company shall cause Subject to the Registration Statement to become effective and remain effective as provided herein. The terms of this Agreement, the Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date or such later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness PeriodEFFECTIVENESS PERIOD").

Registration. (a) On or prior to the Filing Date, the Company shall use commercially reasonable efforts to prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration Statement shall be on another appropriate form 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 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 best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date or such later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period").

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance herewith), any may include securities for the Company’s own account and/or the account of other holders of the Company’s securities. 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 earlier of (a) twenty-four months after the Closing Effectiveness Date or such later date when all Registrable Securities covered by of the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) under the Securities Act or any other rule of similar effect 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"”).

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the "Plan of DistributionPLAN OF DISTRIBUTION" attached hereto as Annex 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 one year following the Closing Date issuance of the Registrable Securities or such later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness PeriodEFFECTIVENESS PERIOD").

Registration. (a) On or prior to Within thirty (30) Business Days following November 2, 2021 (being the Filing Dateclosing date of the Panther Creek Acquisition), the Company shall prepare and file or confidentially submit with the Commission the a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The 415 (a “Resale Shelf 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 herewithStatement”). The Resale Shelf Registration Statement required hereunder shall be filed on Form S-1 (or on such other form appropriate for such purpose) and contain (except if otherwise directed required pursuant to written comments received from the Commission upon a review of such Resale Shelf Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur unless such characterization is consistent with written information provided by the HoldersHolder in the Selling Holder Questionnaire) the "a “Plan of Distribution" ” in substantially the form 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 Resale Shelf Registration Statement to be declared effective under the Securities Act as promptly soon as possible after the filing thereof, but in any event not later than the Effectiveness Datereasonably practicable, and shall use its commercially reasonable best efforts to keep the each such Resale Shelf Registration Statement continuously effective under during its entire Effectiveness Period. Following the Securities Act until Effective Date of the date which is two years after Resale Shelf Registration Statement, the Closing Date or Company shall file with the Commission in accordance with Rule 424 the final Prospectus to be used in connection with sales pursuant to such later date when all Registrable Securities covered by the Resale Shelf Registration Statement (awhether or not such filing is technically required under such Rule) have been sold pursuant to in accordance with the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period")424.

Registration. (a) On or prior to the Required Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder with the Securities Act and the rules promulgated thereunder) and shall contain (except if otherwise directed by the HoldersPurchasers) the "“Plan of Distribution" ” substantially in the form attached hereto as Annex A. Exhibit B. The Company shall cause (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement to become effective and remain effective as provided herein. The Company shall Statement, (ii) use its commercially reasonable commercial efforts to cause the Registration Statement to be declared effective under the Securities Act (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 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) as promptly soon as possible after the filing thereof, but in any event not later than prior to the Effectiveness Date, and shall use its commercially reasonable efforts to (iii) keep the such Registration Statement continuously effective under the Securities Act until the date which is for a period of two years after from the Second Closing Date or such later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "“Effectiveness Period"”).

Registration. (a) On or prior to the Filing Date, Date the Company shall prepare and file with the Commission the a “shelf” Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the "Plan of Distribution" attached hereto as Annex A. The Company shall cause (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement to become effective and remain effective as provided herein. The Company shall Statement, (ii) use its commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act (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 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) as promptly soon as possible after the filing thereof, but in any event not later than prior to the Effectiveness Date, and shall use its commercially reasonable efforts to keep the such Registration Statement continuously effective under the Securities Act until such date as is the date which is two years after earlier of (x) the Closing Date or such later date when all Registrable Securities covered by the such Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (by) the date on which the Registrable Securities may be sold without volume restrictions any restriction pursuant to Rule 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 and the affected Holders to such effect (the "“Effectiveness Period"”).

Registration. (a) On or prior to The Company shall prepare, and, as soon as practicable, but in no event later than the Filing DateDeadline, the Company shall prepare and file with the Commission SEC the Registration Statement on Form S-3 covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415Securities. The Registration Statement required hereunder shall be on In the event that Form S-3 (except if is unavailable for such a registration, the Company shall use such other form as is not then eligible to register available for resale the Registrable Securities on Form S-3, in which case the Registration shall be such a registration on another appropriate form in accordance herewithreasonably acceptable to Buyer, subject to the provisions of Section 2(c). The Registration Statement required hereunder prepared pursuant hereto shall register for resale at least the number of shares of Common Stock issued to Buyer on the Closing Date pursuant to the Asset Purchase Agreement, provided that the Company further agrees to amend or supplement the Registration Statement, or to file a second Registration Statement (to which all provisions hereof will apply to the same extent as they apply to the initial Registration Statement), to the extent necessary to register any additional Registrable Securities issued or issuable to Buyer or its designees after Closing Date pursuant to the adjustment provisions of Sections 3.3 or 3.4 of the Asset Purchase Agreement. The Registration Statement shall contain (except if otherwise directed by the HoldersBuyer) the "Selling Shareholder" and "Plan of Distribution" sections in substantially the form attached hereto as Annex A. The Company shall cause the Registration Statement Exhibit B subject to become effective any changes necessary to make such sections complete, accurate and remain effective as provided hereinnot misleading in all material respects. The Company shall use its commercially reasonable best efforts to cause have the Registration Statement to be declared effective under by the Securities Act SEC as promptly soon as possible after the filing thereofpracticable, but in any no event not later than the Effectiveness Date, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date or such later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period")Deadline.

Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement, for an offering to be made on a continuous basis pursuant to Rule 415, on Form SB-2 (or on such other form appropriate for such purpose). The Such 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 required pursuant to written comments received from the HoldersCommission upon a review of such Registration Statement) 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 such Registration Statement to be declared effective under the Securities Act as promptly soon as possible after (including filing with the filing thereofCommission 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, but whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or not be subject to further review) but, in any event not event, no later than the its Effectiveness Date, and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two the earlier of (i) eight years after its Effective Date, (ii) such time as all of the Closing Date or such later date when all Registrable Securities covered by the such Registration Statement (a) have been publicly sold pursuant to by the Holders, or (iii) such time as all of the Registrable Securities covered by such Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions by the Holders pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "Effectiveness Period"“EFFECTIVENESS PERIOD”).

Registration. (a) On or prior to the Filing Date, the The Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities 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, which Registration Statement shall only register the resale of secondary securities and, for the avoidance of doubt, shall not register the primary sale of securities by the Company. The Registration Statement required filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on or Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder S-1 and shall contain (except if otherwise directed by required pursuant to written comments received from the HoldersCommission upon a review of such Registration Statement) the "“Plan of Distribution" ” in substantially the form 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 a Registration Statement filed under this Agreement to be declared effective under the Securities Act as promptly as possible after the filing thereofbut, but in any event not event, no later than the Effectiveness DateDate for such Registration Statement, and shall shall, subject Section 7(c) hereof, use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date on which is two years after the Closing Date or all securities under such later date when all Registration Statement have ceased to be Registrable Securities covered by (the “Effectiveness Period”). Notwithstanding the foregoing, upon reasonable notice to the Holders, the Company shall be entitled to suspend the effectiveness of the Registration Statement (a) have been sold pursuant at any time prior to the Registration Statement or an exemption from the registration requirements expiration of the Securities Act or (b) may be sold without volume restrictions pursuant Effectiveness Period for up to Rule 144(k) as determined by the counsel to an aggregate of 45 Trading Days in any given 360-day period. It is agreed and understood that the Company may, from time to time, be obligated to file one or more additional Registration Statements to cover any Registrable Securities which are not registered for resale pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period")pre-existing 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 all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 S-1 (except if unless 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 Form S-3 or another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the HoldersHolders or the Commission) the "“Plan of Distribution" ” in substantially the form 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 one year after the Closing Date or such later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”).

Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the "Plan of Distribution" attached hereto as Annex A. The Company shall cause the each Registration Statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable commercial efforts to cause the first such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the Effectiveness Date, and . The Company shall use its commercially reasonable commercial efforts to cause any subsequent such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than sixty (60) days after the filing thereof. The Company shall use its reasonable commercial efforts to keep the each Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date or such later earlier date of when (i) all Registrable Securities covered by the such Registration Statement (a) have been sold pursuant to the or (ii) all Registrable Securities covered by such Registration Statement or an exemption from the may be sold immediately without registration requirements of under the Securities Act or (b) may be sold and without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "each, an “Effectiveness Period"”).

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration Statement shall be on another appropriate form 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 best efforts to cause the Registration Statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date or such later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”).

Registration. (a) On Subject to the limitations set forth in this Section 2(a) and in Section 2(b) below, on or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 the appropriate form for which the Company is eligible (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 Form S-3 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. Exhibit B. 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 five years after the Closing Date or such later earlier date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”).

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the a "shelf" Registration Statement covering the resale of all of the Registrable Securities for an a secondary or resale offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 SB-2 (except or if such form is not available to the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another form appropriate form for such registration in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) 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 DateDeadline (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 shall use its commercially reasonable efforts to keep the such Registration Statement continuously effective under the Securities Act until such date as is the date which is two years after earlier of (x) the Closing Date or such later date when all Registrable Securities covered by the such Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (by) with respect to each such Holder, such time as all Registrable Securities held by such Holder may be sold without volume restrictions any restriction pursuant to Rule 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 and the affected Holders to such effect (the "Effectiveness Period"). Such Registration Statement also shall cover, to the 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.

Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The ; provided, however, not more than 1,500,000 shares of Registrable Securities shall be covered by the Registration Statement required hereunder to be filed on the Initial Filing Date. Each 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 the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the "Plan of Distribution" attached hereto as Annex A. The Company shall cause the each Registration Statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable commercial efforts to cause the each Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not no later than the Effectiveness Date, and shall use its commercially reasonable efforts to keep the each Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date or such later earlier date of when (i) all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the (ii) all Registrable Securities may be sold immediately without registration requirements of under the Securities Act or (b) may be sold and without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period"). At the end of the Effectiveness Period, the Company shall be entitled to withdraw the Registration Statement and shall have no further obligation to register the Registrable Securities.

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Major Holders) 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 best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act and available for use until the date which is two years after the Closing Date or such later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period").

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) substantially the "Plan of DistributionPLAN OF DISTRIBUTION" attached hereto as Annex A. The Company shall cause ANNEX A, as may be amended pursuant to the Registration Statement comments from the Commission or as required under applicable rules and regulation of the Commission or the National Association of Securities Dealers, Inc. Subject to become effective and remain effective as provided herein. The the terms of this Agreement, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date or such later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness PeriodEFFECTIVENESS PERIOD").

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the a Registration Statement covering the resale offer and sale of all of the Registrable Securities for an offering to be made on a continuous or delayed basis by the Holders pursuant to Rule 415415 (if the Company files such 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 requirement). The Registration Statement required hereunder shall be on Form S-3 (except if the Company such form is not then eligible available to register for resale the Registrable Securities on Form S-3Company, in which case the Registration such registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder ) and shall contain (except if otherwise directed by the Holders) the "Plan of 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 prior to 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 for so long as there shall remain outstanding any Registrable Securities covered by or any principal or interest is outstanding under the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders Promissory Notes (the "Effectiveness Period"); provided, that the Company shall not be deemed to have used its commercially reasonable efforts to keep the Registration Statement effective during the Effectiveness Period if it voluntarily takes any action that would result in the Holders not being able to sell the Registrable Securities covered by such Registration Statement during the Effectiveness Period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the Commission has not declared it effective.

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the "Plan of DistributionPLAN OF DISTRIBUTION" attached hereto as Annex 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 date that such Registration Statement is declared effective by the Commission or such later earlier date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness PeriodEFFECTIVENESS PERIOD").

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. The Company shall cause Subject to the Registration Statement to become effective and remain effective as provided herein. The terms of this Agreement, the Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two years after the Closing Date or such later date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”). The Company shall immediately notify the Holders via facsimile of the effectiveness of the Registration Statement on the same day that the Company receives notification of the effectiveness from the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b). The Company shall, within 1 Trading Day of the day that the Company receives notification of the effectiveness from the Commission, file a Form 424(b)(3) with the Commission.

Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities (and including, for purposes of this number, any securities which may be issuable upon any stock split, dividend or other distribution or recapitalization provision in the Warrants or in connection with any anti-dilution provisions in the Warrants) for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 SB-2 or S-1 (except or Form S-3, if the Company is not then eligible to register use such form 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 such purpose) and shall contain (except if unless otherwise directed by the HoldersHolders and except to the extent the Company determines that modifications thereto are required under applicable law) substantially the "Plan of Distribution" attached hereto as Annex A. The Company shall cause Subject to the Registration Statement to become effective and remain effective as provided herein. The terms of this Agreement, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than prior to the Effectiveness Date, and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two three years after the Closing Date date that the Registration Statement is declared effective by the Commission or such later earlier date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period"). 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.