Common use of Resale Registration Clause in Contracts

Resale Registration. On or prior to the Filing Date the Company shall prepare and file with the Commission a "resale" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. On or prior 2.1.1 The Company agrees to the Filing Date the Company shall prepare and use its commercially reasonable efforts to file with the Commission a "resale" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be registration statement on Form SB-2 S-1 (except if the Company is not then eligible a “Resale Registration Statement”) to register for the resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than of the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to such be declared effective under the Securities Act as promptly as possible after on or before the filing thereofdate on which the Lockup Period expires, but in any event prior pursuant to the Effectiveness Dateprovisions of Section 4.1(e) of the Purchase Agreement, and shall use its commercially reasonable efforts to keep such Resale Registration Statement continuously effective under the Securities Act until such date as is the earlier of for two (x2) years after the date when of expiration of the Lockup Period, or until the date that all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (yii) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 without volume or manner-of-sale restrictions and without current public information (including pursuant to Rule 144(i)(2)), as reasonably determined by the counsel to the Company. The Company pursuant to a written opinion letter, addressed to shall promptly notify the Company's transfer agent to such effect (Holders via facsimile or by e- mail of the "Effectiveness Period"). If at any time and for any reason, an additional effectiveness of the Resale Registration Statement is required to on the same Business Day that the Company confirms effectiveness with the Commission, which shall be filed because at the date requested for effectiveness of such time Resale Registration Statement. The Buyer shall, by 9:30 a.m. Eastern Time on the actual number second Business Day after the effective date of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the such Resale Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by a final Prospectus with the Commission as soon required by Rule 424. Nevertheless, the Company’s obligations to include the Registrable Securities in the Resale Registration Statement are contingent upon the Holders furnishing in writing to the Company such other information regarding each of the Holders, the Registrable Securities held by Holder and the intended method of disposition of the Registrable Securities as possibleshall be reasonably requested by the Company to effect the registration of the Registrable Securities, but and each of the Holders shall execute such documents in no event later than sixty (60) days after filingconnection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations.

Resale Registration. (a) On or prior to the each Filing Date Date, the Company shall prepare and file with the Commission a "resale" Registration Statement covering all the resale of 130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith). The ) and shall contain (unless otherwise directed by the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold sold, transferred or (y) disposed of pursuant to the date on which the Registrable Securities Registration Statement or pursuant to Rule 144 or may be sold without any restriction volume restrictions pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letterletter to such effect, addressed and acceptable to the Company's ’s transfer agent to such effect and the affected Holders (the "“Effectiveness Period"”). If at any time and for any reason, an additional The Company shall telephonically request effectiveness of a Registration Statement is required to as of 5:00 pm Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be filed because at such time the actual number date requested for effectiveness of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the a Registration Statement. The Company shall, by 9:30 am Eastern Time on the Company shall have twenty Trading Day after the Effective Date (20as defined in the Purchase Agreement), file a Form 424(b)(5) Business Days to file such additional Registration Statement, and with the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filingCommission.

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "“resale" ” Registration Statement covering providing for the resale of all Registrable Securities for by means of an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on or another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or sold, (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's ’s transfer agent to such effect or (z) one year after the date hereof (the "“Effectiveness Period"”). The Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable Registrable Securities exceeds the number of shares of Registrable Securities remaining under the Registration StatementStatement and such Registrable Securities are not saleable under Rule 144, without limitation, the Company shall have twenty sixty (2060) Business Days to file such additional Registration Statement, and the Company shall use its best commercially reasonable efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than ninety (90)) days after such filing; provided, however that if the prior Registration Statement was filed within six months of such sixty (60) or ninety (90) day period, then the sixty (60) and ninety (90 ) days shall commence immediately after filingthe expiration of the date that is six months after the filing of the prior Registration Statement, unless then current securities laws permit the earlier registration of same.

Resale Registration. (a) On or prior to the Filing Date the Date, Company shall prepare and file with the Commission a "resale" Registration Statement covering all the resale of the Registrable Securities for an offering to be made by the Holder(s) on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except S-1, or if the Company is not then eligible Form S-3, and shall contain substantially the “Plan of Distribution” attached hereto as Annex A. Subject to register for resale the Registrable Securities on Form SB-2terms of this Agreement, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the a Registration Statement to be declared effective under the Securities Act as promptly as reasonably possible after the filing thereof, but in any event prior to the Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (yii) the date on which the Registrable Securities (A) may be sold without any restriction volume or manner-of-sale restrictions pursuant to Rule 144 and (B) (I) may be sold without the requirement for Company to be in compliance with the current public information requirement under Rule 144 or (II) Company is in compliance with the current public information requirement under Rule 144, or (iii) no Registrable Securities are then outstanding, as determined by the counsel to the Company pursuant to a written opinion letterletter to such effect, addressed and acceptable to the Company's ’s transfer agent to such effect and the affected Holders (the "“Effectiveness Period"”). If at any time and for any reason, an additional Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement is on the same Trading Day that Company telephonically confirms effectiveness with the Commission. Company shall file a final Prospectus with the Commission as required to be filed because at such time by Rule 424. Notwithstanding any other provision of this Agreement, if the actual number Staff of shares of Common Stock into which the Preferred Stock is convertible and Commission (the Warrants are exercisable exceeds “Staff”) or any SEC Guidance sets forth a limitation on the number of shares Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), then Company shall reduce the number of Registrable Securities remaining under to be included in such Registration Statement (with the Registration Statement, prior consent of the Company shall have twenty (20Holder as to the specific Registrable Securities to be removed therefrom) Business Days to file until such additional Registration Statement, time as the Staff and the Company Commission shall use its best efforts to cause so permit such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filingbecome effective.

Resale Registration. On or prior to the Filing Date the Company shall prepare and file with the Commission a "resale" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another or other appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is Notes are convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "resale" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable plus the number of shares of Common Stock exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "resale" Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewithherewith and the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). The Company shall request that the effective time of the Registration Statement is 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable plus the number of shares of Common Stock exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. On or prior to the Filing Date the Company shall prepare and file with the Commission a "“resale" ” Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2S-3, in which case such registration shall be on another appropriate form in accordance herewithwith the Securities Act and the rules promulgated thereunder). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's ’s transfer agent to such effect (the "“Effectiveness Period"”). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable Registrable Securities required to be registered pursuant to this Agreement exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty fifteen (2015) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. On or prior to the Filing Date the (a) The Company shall prepare and file or cause to be prepared and filed with the Commission SEC no later than a "resale" date which is forty-five (45) days after the Issue Date (the “Filing Deadline Date”) a Registration Statement covering (the “Initial Resale Registration Statement”) registering the resale from time to time by Holders of all of the Registrable Securities for an offering to be made on (a continuous basis pursuant to Rule 415“Resale Registration Statement”). The Initial Resale Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance herewith)with the methods of distribution set forth in the Initial Resale Registration Statement. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best commercially reasonable efforts to cause the Initial Resale Registration Statement to be declared effective under the Securities Act as promptly as possible no later than the date (the “Effectiveness Deadline Date”) that is ninety (90) days (or, in the case of a full review by the SEC, one hundred and twenty (120) days) after the filing thereof, but in any event prior to the Effectiveness Issue Date, and to keep such keep, subject to Section 3(d)(A) hereof, the Initial Resale Registration Statement (or any Subsequent Resale Registration Statement) continuously effective under the Securities Act until such date as is the earlier expiration of (x) the Effectiveness Period. Each Holder that became a Notice Holder on or prior to the date when all ten (10) Business Days prior to the time that the Initial Resale Registration Statement became effective shall be named as a selling security holder in the Initial Resale Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Resale Registration Statement have been sold or (y) the date on which the Registrable Securities unless such Holder has provided a Notice and Questionnaire in accordance with and in compliance with Section 4. The Company may be sold without permit any restriction pursuant of its security holders to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to include any of the Company's transfer agent to such effect (’s securities in the "Effectiveness Period"). If at any time and for any reason, an additional Initial Resale Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the or any Subsequent Resale Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. On or prior to the date that is the earlier of twenty one (21) days after the Closing or ten (10) days after Company’s Form 10-KSB for 2007 is filed with the SEC (the “Filing Date Date”), the Company shall prepare and file with the Commission SEC a "resale" Registration Statement covering all providing for the resale of the Shares and the Warrant Shares (collectively, the “Registrable Securities Securities”) for an offering to be made on a continuous basis pursuant and subject to Rule 415, which was promulgated by the SEC pursuant to the 1933 Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule (“Rule 415”). The Registration Statement shall be on Form SB-2 S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2S-1, in which case such registration shall be on another appropriate form in accordance herewithwith the Securities Act and the rules promulgated thereunder). The Company shall (i) not permit any securities other than the Registrable Securities and the securities to be listed on Schedule II Exhibit B hereto to be included in the Registration Statement and (ii) use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the date (the “Effectiveness Date”) that is 120 days after the earlier of (i) the date of filing of the Registration Statement, and (ii) the Filing Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at any time and for any reasonNotwithstanding anything to the contrary set forth in this Subscription Agreement, an additional in the event the SEC does not permit the Company to register the “resale” of all of the Registrable Securities anticipated to be so registered on such Registration Statement is required pursuant to be filed because at Rule 415, the Company shall register in the Registration Statement such time the actual number of shares of Common Stock into which Registrable Securities as is permitted by the Preferred Stock is convertible SEC, and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under to be included in such Registration Statement or any subsequent registration statement shall be determined on a pro rata basis among the Subscribers or in such amounts as agreed upon by the Subscribers, where the amount of Shares and Warrant Shares to be registered for a Subscriber to cut back proportionately or as mutually agreed upon. In the event the SEC does not permit the Company to register all of the Registrable Securities in the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional register the Registrable Securities, subject to the foregoing sentence, that were not registered in the Registration Statement to be declared effective as promptly as possible and in a manner permitted by the Commission as soon as possible, but in no event later than sixty (60) days after filingSEC.

Resale Registration. On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "resale" Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewithherewith and the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). The Company shall request that the effective time of the Registration Statement is 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock Warrant is convertible and the Warrants are exercisable exceeds plus the number of shares of Common Stock exceeds the number of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "“resale" ” Registration Statement covering providing for the resale of all Registrable Securities for by means of an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on or another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's ’s transfer agent to such effect (the "“Effectiveness Period"”). The Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable Registrable Securities exceeds the number of shares of Registrable Securities remaining under the Registration StatementStatement and such Registrable Securities are not saleable under Rule 144, without limitation, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best commercially reasonable efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after such filing.

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "resale" Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewithherewith and the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). The Company shall request that the effective time of the Registration Statement is 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable plus the number of shares of Common Stock exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "“resale" ” Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2S-1, in which case such registration shall be on another appropriate form in accordance herewithherewith and with the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto Shares to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to on or before the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 without restriction as to volume or manner of sale as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's ’s transfer agent to such effect (the "“Effectiveness Period"”). The Company shall request that the effective time of the Registration Statement is 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is Shares are convertible and the Warrants are exercisable plus the number of shares of Common Stock exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days or such longer period required by the Commission to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty ninety (6090) days after filing.

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "“resale" ” Registration Statement covering providing for the resale of all Registrable Securities for by means of an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on or another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement except as set forth on Schedule II hereto and (ii) use its best commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction or limitation pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's ’s transfer agent to such effect (the "“Effectiveness Period"”). The Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable Registrable Securities exceeds the number of shares of Registrable Securities remaining under the Registration StatementStatement and such Registrable Securities are not saleable under Rule 144, without limitation, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best commercially reasonable efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after such filing.

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "resale" Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewithherewith and with the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). The Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable plus the number of shares of Common Stock exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. On or prior to the Filing Date the (a) The Company shall prepare and file or cause to be prepared and filed with the Commission SEC no later than a date which is forty-five (45) days after the Issue Date (the "Filing Deadline Date") a Registration Statement (the "Initial Resale Registration Statement") registering the resale from time to time by Holders of all of the Registrable Securities (a "resale" Resale Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415Statement"). The Initial Resale Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance herewith)with the methods of distribution set forth in the Initial Resale Registration Statement. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best commercially reasonable efforts to cause the Initial Resale Registration Statement to be declared effective under the Securities Act as promptly as possible no later than the date (the "Effectiveness Deadline Date") that is one hundred and twenty (120) days (or, in the case of a full review by the SEC, one hundred and eighty (180) days) after the filing thereof, but in any event prior to the Effectiveness Issue Date, and to keep such keep, subject to Section 3(d)(A) hereof, the Initial Resale Registration Statement (or any Subsequent Resale Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period; provided, however, that if the SEC determines that the Company is ineligible to use Form S-3 to register the resale by any Holder of the Registrable Securities because such date as Holder(s) is deemed to be an Affiliate of the earlier of Company (x) individually or collectively), then the Filing Deadline Date with respect to any such Holders shall be 90 days after the Issue Date and the Effectiveness Deadline Date shall be 180 days after the Issue Date. Each Holder that became a Notice Holder on or prior to the date when all ten (10) Business Days prior to the time that the Initial Resale Registration Statement became effective shall be named as a selling security holder in the Initial Resale Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Resale Registration Statement have been sold or (y) the date on which the Registrable Securities unless such Holder has provided a Notice and Questionnaire in accordance with and in compliance with Section 4. The Company may be sold without permit any restriction pursuant of its security holders to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to include any of the Company's transfer agent to such effect (securities in the "Effectiveness Period"). If at any time and for any reason, an additional Initial Resale Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the or any Subsequent Resale Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. On or If at any time prior to 60 days after delivery ------------------- of a Put Option Notice, in the Filing Date good-faith reasonable judgement of the Investor, the public resale of the Registrable Securities to be issued at the Closing relating to such Put Option Notice by the Investor shall be restricted or limited (as to amount or timing) by the terms and conditions of the Securities Act and the rules and regulations promulgated thereunder (including, without limitation, by reason of the Holder's status as an Affiliate of the Company or the failure of the Company to effect the registration statement relating to the registered issuance of the Securities and/or the Underlying Shares to the Investor pursuant to Sections 7.5 and 9.5 of the Securities Purchase Agreement, and as a consequence of such failure, the Registrable Securities to be issued at the Closing relating to such Put Option Notice will not be freely tradeable by the Investor) as of such Closing, then, upon request of the Investor, the Company shall prepare and promptly file with a registration statement on Form S-3 (the Commission a "resale" Resale Registration Statement covering all Registrable Statement") pursuant to Rule 415 of the Securities Act or any successor rule providing for an the offering to be made of securities on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if otherwise directed by the Investor in accordance herewith or if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2S-3 pursuant to Rule 415, in which case then such registration shall be on another appropriate any available form in accordance herewith)as determined by the Investor) registering the resale of the Registrable Securities to be issued at the Closing relating to such Put Option Notice by the Investor. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Resale Registration Statement and (ii) use its it best efforts to cause the Resale Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness applicable Closing Date, and to keep such Resale Registration Statement continuously effective under the Securities Act until such date as is the earlier of (xA) the date when sale of all of the Registrable Securities included in such Resale Registration Statement or (B) the expiration of the Effectiveness Period. If the Investor intends to distribute the Registrable Securities covered by such the Resale Registration Statement have been sold or (y) by means of an underwriting, the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to Investor shall promptly notify the Company's transfer agent to such effect (the "Effectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. On or prior to the Filing Date the Company shall prepare and file with the Commission a "resale" Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewithherewith and the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities to be listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). The Company shall request that the effective time of the Registration Statement is 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is Notes are convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing. Notwithstanding anything to the contrary set forth in this Section 2, in the event the Commission does not permit the Company to register all of the Registrable Securities in the Registration Statement, the Company shall register in the Registration Statement such number of Registrable Securities as is permitted by the Commission, provided, however, that the number of Registrable Securities to be included in such Registration Statement or any subsequent registration statement shall be determined in the following order: (i) first, the shares of Common Stock issuable upon conversion of the Notes shall be registered on a pro rata basis among the holders of the Notes, and (ii) second, the shares of Common Stock issuable upon exercise of the Warrants shall be registered on a pro rata basis among the holders of the Warrants. In the event the Commission does not permit the Company to register all of the Registrable Securities in the Registration Statement, the Company shall use its best efforts to register the Registrable Securities, subject to the foregoing sentence, that were not registered in the Registration Statement as promptly as possible and in a manner permitted by the Commission, whether by filing a subsequent registration statement, providing demand registration rights, or otherwise.

Resale Registration. On or prior to the Filing Date the Company shall prepare and file with the Commission a "resale" Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewithherewith and the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities to be listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). The Company shall request that the effective time of the Registration Statement is 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds plus the number of shares of Common Stock exceeds the number of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "resale" Registration Statement covering providing for the resale of all Registrable Securities for by means of an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2S-3, in which case such registration shall be on another appropriate form in accordance herewithherewith and the Securities Act and the rules promulgated thereunder). The Company shall (i) not permit include any securities securities, other than the Registrable Securities and the securities listed on Schedule II hereto to be included Securities, in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event on or prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). The Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable Registrable Securities exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after such filing.

Resale Registration. On or prior to the Filing Date the (a) The Company shall prepare and file or cause to be prepared and filed with the Commission SEC no later than a "resale" date which is forty-five (45) days after the Issue Date (the “Filing Deadline Date”) a Registration Statement covering (the “Initial Resale Registration Statement”) registering the resale from time to time by Holders of all of the Registrable Securities for an offering to be made on (a continuous basis pursuant to Rule 415“Resale Registration Statement”). The Initial Resale Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance herewith)with the methods of distribution set forth in the Initial Resale Registration Statement. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best commercially reasonable efforts to cause the Initial Resale Registration Statement to be declared effective under the Securities Act as promptly as possible no later than the date (the “Effectiveness Deadline Date”) that is one hundred and twenty (120) days (or, in the case of a full review by the SEC, one hundred and eighty (180) days) after the filing thereof, but in any event prior to the Effectiveness Issue Date, and to keep such keep, subject to Section 3(d)(A) hereof, the Initial Resale Registration Statement (or any Subsequent Resale Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period; provided, however, that if the SEC determines that the Company is ineligible to use Form S-3 to register the resale by any Holder of the Registrable Securities because such date as Holder is deemed to be an Affiliate of the earlier of (x) Company, then the Filing Deadline Date with respect to any such Affiliate shall be 90 days after the Issue Date and the Effectiveness Deadline Date shall be 180 days after the Issue Date. Each Holder that became a Notice Holder on or prior to the date when all ten (10) Business Days prior to the time that the Initial Resale Registration Statement became effective shall be named as a selling security holder in the Initial Resale Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Resale Registration Statement have been sold or (y) the date on which the Registrable Securities unless such Holder has provided a Notice and Questionnaire in accordance with and in compliance with Section 4. The Company may be sold without permit any restriction pursuant of its security holders to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to include any of the Company's transfer agent to such effect (’s securities in the "Effectiveness Period"). If at any time and for any reason, an additional Initial Resale Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the or any Subsequent Resale Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "“resale" ” Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewithherewith and the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's ’s transfer agent to such effect (the "“Effectiveness Period"”). The Company shall request that the effective time of the Registration Statement is 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is Notes are convertible and the Warrants are exercisable plus the number of shares of Common Stock exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing. Notwithstanding anything to the contrary set forth in this Section 2, in the event the Commission does not permit the Company to register all of the Registrable Securities in the Registration Statement, the Company shall register in the Registration Statement such number of Registrable Securities as is permitted by the Commission, provided, however, that the number of Registrable Securities to be included in such Registration Statement or any subsequent registration statement shall be determined in the following order: (i) first, the shares of Common Stock issuable upon conversion of the Notes shall be registered on a pro rata basis among the holders of the Notes, and (ii) second, the shares of Common Stock issuable upon exercise of the Warrants shall be registered on a pro rata basis among the holders of the Warrants. In the event the Commission does not permit the Company to register all of the Registrable Securities in the Registration Statement, the Company shall use its best efforts to register the Registrable Securities, subject to the foregoing sentence, that were not registered in the Registration Statement as promptly as possible and in a manner permitted by the Commission, whether by filing a subsequent registration statement, providing demand registration rights, or otherwise.

Resale Registration. (a) On or prior to the each Filing Date Date, the Company shall prepare and file with the Commission a "resale" 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 filed hereunder shall be on Form SB-2 S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company ) and shall (i) not permit any securities other than contain substantially the “Plan of Distribution” attached hereto as Annex A. In the event the amount of Registrable Securities and the securities listed on Schedule II hereto to which may be included in the Registration Statement and is limited due to SEC Guidance (iiprovided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) the Company shall use its best efforts to register such maximum portion of the Registrable Securities as permitted by SEC Guidance. Subject to the terms of this Agreement, the Company shall use its best efforts to cause the a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold sold, or (y) the date on which the Registrable Securities may be sold without any restriction volume or manner-of-sale restrictions pursuant to Rule 144 144, 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 letterletter to such effect, addressed and acceptable to the Company's transfer agent to such effect Transfer Agent and the affected Holders (the "“Effectiveness Period"”). If at any time and for any reason, an additional The Company shall telephonically request effectiveness of a Registration Statement is as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be filed because at such time the actual number deemed an Event under Section 2(b). Notwithstanding any other provision of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds this Agreement, if any SEC Guidance sets forth a limitation on the number of shares Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities remaining under to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the Registration Statementcase that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and second by Registrable Securities represented by the Common Shares issuable upon conversion of the Debentures by the Purchasers pursuant to the Purchase Agreement. In the event of a cutback hereunder, the Company shall have twenty (20) Business give the Holder at least five Trading Days prior written notice along with the calculations as to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filingHolder’s allotment.

Resale Registration. On or prior to No later than 120 days following the Filing Date the Company Effective Time, New Holdco shall prepare and file a registration statement under the Securities Act to permit the public resale of Registrable Securities (as defined below) then outstanding from time to time as permitted by Rule 415 of the Securities Act with respect to all of the Commission a "resale" Registrable Securities (the “Resale Registration Statement”). The Resale Registration Statement covering all filed pursuant to this Agreement shall be on such appropriate registration form of the SEC as shall be selected by New Holdco so long as it permits the continuous offering of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415415 of the Securities Act or such other rule as is then applicable. The Registration Statement New Holdco shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best commercially reasonable efforts to cause the Resale Registration Statement to be declared become effective under the Securities Act on or as promptly soon as possible practicable after the filing thereof, but in . Any Resale Registration Statement shall provide for the resale pursuant to any event prior to the Effectiveness Datemethod or combination of methods legally available to, and to keep such Registration Statement continuously effective under requested by, the Securities Act until such date Holders (as is the earlier defined below) of (x) the date when any and all Registrable Securities covered by such Resale Registration Statement. New Holdco shall use its commercially reasonable efforts to cause the Resale Registration Statement filed pursuant to this Agreement to be effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by such Resale Registration Statement have been sold or (y) the date on which the ceased to be Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "“Effectiveness Period"”). If at any time and for any reason, an additional The Resale Registration Statement is when effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be filed because at stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Resale Registration Statement, in the Company shall have twenty (20) Business Days to file such additional Registration Statement, and light of the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filingcircumstances under which a statement is made).

Resale Registration. (a) On or prior to the Filing Date the Company shall prepare and file with the Commission a "resale" Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewithherewith and the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities to be listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). The Company shall request that the effective time of the Registration Statement is 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds plus the number of shares of Common Stock exceeds the number of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "“resale" ” Registration Statement covering providing for the resale of all Registrable Securities for by means of an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on or another appropriate form in accordance herewith). The Except for the securities covered by the Prior Registration Statement filed with the Commission on May 11, 2012, the Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's ’s transfer agent to such effect (the "“Effectiveness Period"”). The Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable Registrable Securities exceeds the number of shares of Registrable Securities remaining under the Registration StatementStatement and such Registrable Securities are not saleable under Rule 144, without limitation, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best commercially reasonable efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after such filing.

Resale Registration. On At any time commencing on or prior after 180 days after the completion (disregarding any underwriter over-allotment rights) of an Initial Public Offering, any Holder shall have the right to request in writing that the Filing Date Company register up to one-third of such Holder's Registrable Securities (a "Resale Request") (which Resale Request shall specify the amount of Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof) by filing with the SEC a Registration Statement on Form S-3 (or such other form as the Company shall prepare and file with the Commission be eligible to use) for a "resale" Registration Statement covering all public offering of such shares of Registrable Securities held by the Holder, and shall use its best efforts to register under the Securities Act for public sale (including, without limitation, by means of a Shelf Registration) such Registrable Securities of such Holder; provided, that if such registration is for an offering Underwritten Offering, the terms of Sections 2.2(b) and 2.2(d) shall apply (and any reference to "Demand Registration" therein shall, for purposes of this Section 2.1, instead be made on deemed a continuous basis pursuant reference to Rule 415"Resale Registration"). The Registration Statement shall be on Form SB-2 (except if As promptly as practicable, but no later than 10 days after receipt of the Resale Request, the Company is not then eligible shall give written notice of such requested registration to register for resale the all other Holders of Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith)Securities. The Company shall include in the Resale Registration (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto intended to be included in disposed of by the Registration Statement Initiating Holder and (ii) the Registrable Securities intended to be disposed of by any other Holder which shall have made a written request (which request shall specify the amount of Registrable Securities to be registered (but not to exceed one-third of such Holder's Registrable Securities) and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company is only obligated to fulfill the first Resale Request following expiration of the initial 180 day waiting period. Accordingly, once an Initiating Holder has made a Resale Request and the Company has sent the required notice of such Resale Request to all other Holders, such other Holders may elect to participate in the registration or not, but such Holders will not have the right to make a separate Resale Request until after the expiration of the 365 day or 540 day waiting periods described below. The Company shall, as expeditiously as possible following a Resale Request, use its best efforts to cause to be filed with the SEC a Registration Statement to be declared effective providing for the registration under the Securities Act as promptly as possible after of the filing thereofRegistrable Securities which the Company has been so requested to register by all such Holders, but in any event prior to the Effectiveness Dateextent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended methods of disposition thereof specified in such Request or further requests (including, and without limitation, by means of a shelf registration pursuant to keep such Registration Statement continuously effective Rule 415 under the Securities Act until such date as is the earlier of (xa "Shelf Registration") the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to if so requested and if the Company pursuant is then eligible to use such a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"registration). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the The Company shall use its best efforts to cause have such additional Registration Statement to be declared effective by the Commission SEC as soon as possiblepracticable thereafter and to keep such Resale Registration Statement continuously effective for the period specified in Section 4.1(b). If the sole or lead managing Underwriter (if any) or the Majority Holders of the Registration shall advise the Company in writing that in its opinion additional disclosure not required by Form S-3 (or such other form as the Company shall be eligible to used) is of material importance to the success of the offering, but then such Registration Statement shall include such additional disclosure. Any Holder requesting inclusion in no event later than sixty a registration effected pursuant to this Section 2.1(a) may, at any time up to and including the time of pricing of the Registration Statement (60and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. At any time commencing on or after 365 days after filingthe completion (disregarding any underwriter over-allotment rights) of an Initial Public Offering, any Holder shall have the same right as set forth above to request registration of up to an additional one-third of such Holder's shares of Registrable Securities initially covered by this Agreement (not one-third of the unregistered securities then remaining) in the same manner as provided in the immediately preceding paragraph. A similar demand right shall be invocable by any Holder with respect to its remaining shares of Registrable Securities commencing 540 days after completion (disregarding any underwriter over-allotment rights) of an Initial Public Offering. The Company shall have the same obligation as described above to send to all other Holders notice of any such subsequent Resale Request and all other Holders shall have the same right to request registration of up to one-third of their Registrable Securities upon each Company notice of a Resale Request. As described above, the Company is only obligated to fulfill one Resale Request following the expiration of each of the 365 day and 540 day waiting periods. Any Holder requesting inclusion in a registration effected pursuant to this Section 2.1(a) may, at any time up to and including the time of pricing of the Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. Following the Company's Initial Public Offering, the Company can make written request to X.X. Xxxxxx Securities Inc. (or the lead underwriter and sole stabilization agent of the Initial Public Offering if other than X.X. Xxxxxx Securities Inc.; X.X. Xxxxxx Securities Inc. or such other lead underwriter being the "Lead Underwriter") to waive the registration waiting periods and registration volume limitations set forth in Section 2.1(a). Upon or without such request, the Lead Underwriter in its sole discretion and based upon its evaluation of market conditions, the historical trading activity and liquidity of the Common Shares and other considerations it deems relevant, can determine to waive continued application of the registration waiting periods and registration volume limitations in this Section 2.1(a). Whenever the Company shall effect a registration pursuant to a Resale Request, no securities other than the Registrable Securities shall be covered by such registration unless the Majority Holders of the Registration shall have consented in writing to the inclusion of such other securities. The registration rights granted pursuant to the provisions of this Section 2.1(a) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

Resale Registration. On or prior 5.1.1. Within thirty (30) calendar days of the effectiveness of the first registration statement filed by the Company pursuant to the Filing Date Securities Act of 1933, as amended and supplemented (the “Securities Act”), or the policies, rules, and regulations related to the Securities Act or Exchange Act (the “Regulations”), the Company shall prepare file a registration statement covering the resale of the Warrants and file any securities issuable in connection with the Commission a "resale" exercise thereof (the “Warrant Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement Statement”) and shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep ensure that such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at any time and for any reason, an additional Warrant Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have declared effective within one hundred twenty (20120) Business Days to file calendar days of the filing of such additional Registration Statement, and the resale registration statement. The Company shall use its best efforts to cause such additional the Warrant Registration Statement to be declared effective remain continuously effective, supplemented and amended to ensure that the Warrant Registration Statement is available for its intended use by the Commission Holders of the Warrants entitled to this benefit and to ensure that the Warrant Registration Statement conforms and continues to conform with the requirements of the Securities Act and the Regulations, as announced from time to time, until the day which is one (1) year after the effectiveness of the Warrant Registration Statement or such earlier time and date when all of the Warrants or Warrant Shares have been sold pursuant to the Warrant Registration Statement. The Company shall, if requested, promptly incorporate in a prospectus supplement or post-effective amendment to the Warrant Registration Statement such information as a majority in interest of the Holders reasonably agree should be included therein and shall make all required filings of such prospectus supplement or post-effective amendment as soon as possible, but notified of the matters to be incorporated in no event later than sixty (60) days after filingsuch prospectus supplement or post-effective amendment.

Resale Registration. On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "resale" Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewithherewith and the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). The Company shall request that the effective time of the Registration Statement is 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable plus the number of shares of Common Stock exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "“resale" ” Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewithherewith and the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's ’s transfer agent to such effect (the "“Effectiveness Period"”). The Company shall request that the effective time of the Registration Statement is 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and plus the Warrants are exercisable number of shares of Common Stock exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing. Notwithstanding anything to the contrary set forth in this Section 2, in the event the Commission does not permit the Company to register all of the Registrable Securities in the Registration Statement, the Company shall register in the Registration Statement such number of Registrable Securities as is permitted by the Commission. In the event the Commission does not permit the Company to register all of the Registrable Securities in the Registration Statement, the Company shall use its best efforts to register the Registrable Securities, subject to the foregoing sentence, that were not registered in the Registration Statement as promptly as possible and in a manner permitted by the Commission, whether by filing a subsequent registration statement, providing demand registration rights, or otherwise.

Resale Registration. (a) On or prior to the each Filing Date Date, the Company shall prepare and file with the Commission a "resale" 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 filed hereunder shall be on Form SB-2 S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e). The ) and shall contain (unless otherwise as reasonably directed by at least 85% in interest of the Holders, based upon the advice of counsel to such Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (yii) the date on which the Registrable Securities may be sold without any restriction volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letterletter to such effect, addressed and acceptable to the Company's transfer agent to such effect Transfer Agent (the "“Effectiveness Period"”). If at any time and for any reason, an additional The Company shall telephonically request effectiveness of a Registration Statement is required to as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be filed because at the date requested for effectiveness of such time Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the actual number Trading Day after the effective date of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the such Registration Statement, file a final Prospectus with the Company shall have twenty Commission if required by Rule 424. Failure to so notify the Holder within one (201) Business Days Trading Day of such notification of effectiveness or failure to file such additional Registration Statement, and the Company a final Prospectus as foresaid shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filingdeemed an Event under Section 2(d).

Resale Registration. On or prior to the date (the “Filing Date Date”) that is thirty (30) days after the Closing, the Company shall prepare and file with the Commission SEC a "resale" Registration Statement covering all providing for the resale of the Shares and the Warrant Shares (collectively, the “Registrable Securities Securities”) for an offering to be made on a continuous basis pursuant and subject to Rule 415, which was promulgated by the SEC pursuant to the 1933 Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule (“Rule 415”). The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewithwith the Securities Act and the rules promulgated thereunder). The Company shall (i) not permit any securities other than the Registrable Securities and the securities to be listed on Schedule II Exhibit B hereto to be included in the Registration Statement and (ii) use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the date (the “Effectiveness Date”) that is 150 days after the earlier of (i) the date of filing of the Registration Statement, and (ii) the Filing Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at any time and for any reasonNotwithstanding anything to the contrary set forth in this Subscription Agreement, an additional in the event the SEC does not permit the Company to register the “resale” of all of the Registrable Securities anticipated to be so registered on such Registration Statement is required pursuant to be filed because at Rule 415, the Company shall register in the Registration Statement such time the actual number of shares of Common Stock into which Registrable Securities as is permitted by the Preferred Stock is convertible SEC, and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under to be included in such Registration Statement or any subsequent registration statement shall be determined on a pro rata basis among the Subscribers or in such amounts as agreed upon by the Subscribers, where the amount of Shares and Warrant Shares to be registered for a Subscriber to cut back proportionately or as mutually agreed upon. In the event the SEC does not permit the Company to register all of the Registrable Securities in the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional register the Registrable Securities, subject to the foregoing sentence, that were not registered in the Registration Statement to be declared effective as promptly as possible and in a manner permitted by the Commission as soon as possible, but in no event later than sixty (60) days after filingSEC.

Resale Registration. On Subject at all times to the provisions of Section 3(b) of this Agreement, on or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "resale" Registration Statement covering providing for the resale of all Registrable Securities for by means of an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2S-3, in which case such registration shall be on another appropriate form in accordance herewithherewith and the Securities Act and the rules promulgated thereunder). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event on or prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). The Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable Registrable Securities exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after such filing.

Resale Registration. On or prior to the Filing Date the Company shall prepare and file with the Commission a "resale" Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewithherewith and the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities to be listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). The Company shall request that the effective time of the Registration Statement is 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is Notes are convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "“resale" ” Registration Statement covering providing for the resale of all Registrable Securities for by means of an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-1 or S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on or another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold sold, or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's ’s transfer agent to such effect (the "“Effectiveness Period"”). The Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable Registrable Securities exceeds the number of shares of Registrable Securities remaining under the Registration StatementStatement and such Registrable Securities are not saleable under Rule 144, without limitation, the Company shall have twenty sixty (2060) Business Days to file such additional Registration Statement, and the Company shall use its best commercially reasonable efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than ninety (90)) days after such filing; provided, however that if the prior Registration Statement was filed within six months of such sixty (60) or ninety (90) day period, then the sixty (60) and ninety (90 ) days shall commence immediately after filingthe expiration of the date that is six months after the filing of the prior Registration Statement, unless then current securities laws permit the earlier registration of same.

Resale Registration. On or prior to the Filing Date the Company shall prepare and file with the Commission a "resale" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness PeriodEFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is Notes are convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its commercially reasonable best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty ninety (6090) days after filing.

Resale Registration. On or prior to the Filing Date the Company shall prepare and file with the Commission a "“resale" ” Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's ’s transfer agent to such effect (the "“Effectiveness Period"”). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "resale" Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewithherewith and with the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) 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 prior to on or before the Effectiveness Date, and subject to the terms of this Agreement, including, but not limited to Section 3(n) hereof, to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). The Company shall request that the effective time of the Registration Statement is 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is Shares are convertible and the Warrants are exercisable plus the number of shares of Common Stock exceeds the number of shares of Registrable Securities remaining under the Registration StatementStatement or the period of time for which the Registration Statement may remain effective under the rules of the Commission has expired, the Company shall have twenty (20) Business Days after the occurrence of either such event to file such an additional Registration Statement, and the Company shall use its commercially reasonable best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty one hundred twenty (60120) days after filing.

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "resale" Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2S-1, in which case such registration shall be on another appropriate form in accordance herewithherewith and the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). The Company shall request that the effective time of the Registration Statement shall be 5:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock Note is convertible and the Warrants are exercisable plus the number of shares of Common Stock held by the Holders exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best commercially reasonable efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. (a) On or prior to the each Filing Date the Date, Company shall prepare and file with the Commission a "resale" Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415415 (except in connection with an Underwriting Request under Section 3(a)). The Each Registration Statement filed hereunder shall be on Form SB-2 S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e). The ) and shall contain (unless otherwise directed by at least 60% in interest of the Holders and except in connection with an Underwriting Request) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its reasonable best efforts to cause the a Registration Statement filed under this Agreement (including, without limitation, under Section 4(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to no later than the applicable Effectiveness Date, and and, in the case of an offering to be made on a continuous basis under Rule 415 or any other registration hereunder not involving an Underwriting Request, shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (yii) the date on which the Registrable Securities may be sold without any restriction volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for 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 letterletter to such effect, addressed and acceptable to the Company's transfer agent to such effect Transfer Agent and the affected Holders (the "“Effectiveness Period"”). If at any time and for any reason, an additional Company shall telephonically request effectiveness of a Registration Statement is required to as of 5:00 p.m. Eastern Time on a Trading Day. Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that Company telephonically confirms effectiveness with the Commission, which shall be filed because at the date requested for effectiveness of such time Registration Statement. Company shall, by 9:30 a.m. Eastern Time on the actual number Trading Day after the effective date of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the such Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by a final Prospectus with the Commission as soon required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as possible, but in no event later than sixty (60) days after filingforesaid shall be deemed an Event under Section 2(d).

Resale Registration. On or prior to the date (the "Filing Date Date") that is 30 days after the date of completion of the transaction contemplated in the Share Exchange Agreement, the Company shall prepare and file with the Commission SEC a "resale" Registration Statement covering all providing for the resale of the Shares and the Warrant Shares (collectively, the "Registrable Securities Securities") for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewithwith the Securities Act and the rules promulgated thereunder). The Company shall (i) not permit any securities other than the Registrable Securities and the securities to be listed on Schedule II Exhibit B hereto to be included in the Registration Statement and (ii) use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the date (the "Effectiveness Date") that is 120 days after the earlier of (i) the date of filing of the Registration Statement, and (ii) the Filing Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. On or prior to the Filing Date the Company shall prepare and file with the Commission a "“resale" ” shelf Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewithwith the Securities Act and the rules promulgated thereunder). The Company shall (i) not permit any securities other than the Registrable Securities and the securities to be listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or sold, (y) the date on which all of the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect or (z) two years following the Effectiveness Date (the "“Effectiveness Period"”). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable plus the number of shares of Common Stock exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty thirty-five (2035) Business Days days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty seventy-five (6075) days after filing.

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "“resale" ” Registration Statement covering providing for the resale of all Registrable Securities for by means of an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on or another appropriate form in accordance herewith). The Company shall shall: (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement Statement; and (ii) use its best commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or sold, (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's ’s transfer agent to such effect or (z) one year after the date hereof (the "“Effectiveness Period"”). The Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable Registrable Securities exceeds the number of shares of Registrable Securities remaining under the Registration StatementStatement and such Registrable Securities are not saleable under Rule 144, without limitation, the Company shall have twenty sixty (2060) Business Days to file such additional Registration Statement, and the Company shall use its best commercially reasonable efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than ninety (90) days after such filing; provided, however that if the prior Registration Statement was filed within six months of such sixty (60) or ninety (90) day period, then the sixty (60) and ninety (90) days shall commence immediately after filingthe expiration of the date that is six months after the filing of the prior Registration Statement, unless then current securities laws permit the earlier registration of same.

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "resale" Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewithherewith and with the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to on or before the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). The Company shall request that the effective time of the Registration Statement is 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is Notes are convertible and the Warrants are exercisable plus the number of shares of Common Stock exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty ninety (6090) days after filing.

Resale Registration. (a) On or prior to the Filing Date the Company shall prepare and file with the Commission a "“resale" ” Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewithwith the Securities Act and the rules promulgated thereunder). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) subject to Section 2(b), use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 (including any restriction on the availability of current public information with respect to the Company) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's ’s transfer agent to such effect (the "“Effectiveness Period"”). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes, Preferred Stock is convertible Shares and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statementor convertible has increased, the Company shall have twenty thirty-five (2035) Business Days days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. a. On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "“resale" ” Registration Statement covering providing for the resale of all Registrable Securities for by means of an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on or another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's ’s transfer agent to such effect (the "“Effectiveness Period"”). The Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable Registrable Securities exceeds the number of shares of Registrable Securities remaining under the Registration StatementStatement and such Registrable Securities are not saleable under Rule 144, without limitation, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best commercially reasonable efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after such filing.

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "resale" Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewithherewith and with the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best commercially reasonably efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness PeriodEFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible Shares and the Warrants are exercisable Warrant Shares exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best commercially reasonable efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty ninety (6090) days after filingfiling (120 days in the event that the Commission reviews the Registration Statement).

Resale Registration. On or prior to Within ninety (90) days of the Original Advance Date (the “Filing Date Date”), the Company Issuer shall prepare and file with the Securities and Exchange Commission (the “Commission”) a "“resale" ” Registration Statement covering providing for the resale of all Registrable Securities for by means of an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-3 (except if the Company Issuer is not then eligible to register for resale the Registrable Securities on Form SB-2S-3, in which case such registration shall be on another appropriate form in accordance herewithherewith and the Securities Act and the rules promulgated thereunder). The Company Issuer shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event on or prior to the Effectiveness DateDate (as defined below), and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company Issuer pursuant to a written opinion letter, addressed to the CompanyIssuer's transfer agent to such effect (the "“Effectiveness Period"”). The Issuer shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable Registrable Securities exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company Issuer shall have twenty (20) Business Days to file such additional Registration Statement, and the Company Issuer shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after such filing. For purposes of this Section 11, “Effectiveness Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the earlier of (A) the sixtieth (60th) day following the filing date of such Registration Statement (or in the event such Registration Statement receives a “full review” by the Commission, the ninetieth (90th) day following such filing date) or (B) the date which is within five (5) Business Days after the date on which the Commission informs the Issuer (i) that the Commission will not review such Registration Statement or (ii) that the Issuer may request the acceleration of the effectiveness of such Registration Statement; provided that, if the Effectiveness Date falls on a Saturday, Sunday or any other day which shall be a legal holiday or a day on which the Commission is authorized or required by law or other government actions to close, the Effectiveness Date shall be the following Business Day. For purposes herein, “Registrable Securities” means the Conversion Shares and the Warrant Shares and any other shares of common stock issuable pursuant to the exercise of the Warrants (without regard to any limitation on such exercise), and any shares of capital stock issued or issuable from time to time (with any adjustments) in replacement of, in exchange for or otherwise in respect of the Conversion Shares or the Warrant Shares.

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "resale" Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewithherewith and the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness PeriodEFFECTIVENESS PERIOD"). The Company shall request that the effective time of the Registration Statement shall be 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable plus the number of shares of Common Stock held by the Holders exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. On or prior to the Filing Date the (a) The Company shall prepare and file or cause to be prepared and filed with the Commission SEC no later than a date which is forty-five (45) days after the Issue Date (the "Filing Deadline Date") a Registration Statement (the "Initial Resale Registration Statement") registering the resale from time to time by Holders of all of the Registrable Securities (a "resale" Resale Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415Statement"). The Initial Resale Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance herewith)with the methods of distribution set forth in the Initial Resale Registration Statement. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best commercially reasonable efforts to cause the Initial Resale Registration Statement to be declared effective under the Securities Act as promptly as possible no later than the date (the "Effectiveness Deadline Date") that is one hundred and twenty (120) days (or, in the case of a full review by the SEC, one hundred and eighty (180) days) after the filing thereof, but in any event prior to the Effectiveness Issue Date, and to keep such keep, subject to Section 3(d)(A) hereof, the Initial Resale Registration Statement (or any Subsequent Resale Registration Statement) continuously effective under the Securities Act until such date as is the earlier expiration of (x) the Effectiveness Period. Each Holder that became a Notice Holder on or prior to the date when all ten (10) Business Days prior to the time that the Initial Resale Registration Statement became effective shall be named as a selling security holder in the Initial Resale Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Resale Registration Statement have been sold or (y) the date on which the Registrable Securities unless such Holder has provided a Notice and Questionnaire in accordance with and in compliance with Section 4. The Company may be sold without permit any restriction pursuant of its security holders to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to include any of the Company's transfer agent to such effect (securities in the "Effectiveness Period"). If at any time and for any reason, an additional Initial Resale Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the or any Subsequent Resale Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "“resale" ” Registration Statement covering providing for the resale of all Registrable Securities for by means of an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on or another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement except as set forth on Schedule II hereto and (ii) use its best commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction or limitation pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's ’s transfer agent to such effect (the "“Effectiveness Period"”). The Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable Registrable Securities exceeds the number of shares of Registrable Securities remaining under the Registration StatementStatement and such Registrable Securities are not saleable under Rule 144, without limitation, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best commercially reasonable efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after such filing.. 103

Resale Registration. On or prior to the Filing Date the Company shall prepare and file with the Commission a "resale" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (xi) the date when all Registrable Securities covered by such Registration Statement have been sold or (yii) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and to be issued upon exercise of the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. On or prior to the each Filing Date Date, the Company shall prepare and file with the Commission a "resale" “Shelf” Registration Statement covering all the resale of 130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415; provided, however, that if 130% of the Registrable Securities hereunder shall equal or exceed 30% of the issued and outstanding Common Stock of the Company (less any shares of Common Stock held by Affiliates of the Company) on the actual filing date of the initial Registration Statement, the initial Registration Statement shall register a number of shares of Common Stock which is equal to 30% of the issued and outstanding shares of Common Stock of the Company (less any shares of Common Stock held by Affiliates of the Company) on such actual filing date minus 10,000 shares of Common Stock, and the remaining Registrable Securities shall be subject to Section 3(c). In such event, the number of Registrable Securities to be registered for each Holder shall be reduced pro-rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from the initial Registration Statement. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2SB-23, in which case such registration shall be on another appropriate form in accordance herewith). The ) Subject to the terms of this Agreement, the Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold sold, or (y) the date on which the Registrable Securities may be sold without any restriction volume restrictions pursuant to Rule 144 144(k), as determined by the counsel to the Company pursuant to a written opinion letterletter to such effect, addressed and acceptable to the Company's ’s transfer agent to such effect and the affected Holders (the "“Effectiveness Period"”). If at any time and for any reason, an additional The Company shall telephonically request effectiveness of a Registration Statement is required to as of 5:00 pm Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be filed because at such time the actual number date requested for effectiveness of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the a Registration Statement. The Company shall, by 9:30 am Eastern Time on the Company shall have twenty Trading Day after the Effective Date (20) Business Days to as defined in the Purchase Agreement), file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by a final Prospectus with the Commission as soon required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as possible, but in no event later than sixty (60) days after filingaforesaid shall be deemed an Event under Section 2(b).

Resale Registration. On (a) Subject to Section 3(n) hereof, on or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "“resale" ” Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-1 (except if or on another form deemed appropriate by counsel to the Company is not then eligible in accordance herewith and with the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to register for resale the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith)Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement except with the prior consent of the Requisite Holders, and (ii) use its best commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to by the Effectiveness Date, and shall use commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's ’s transfer agent to such effect (the "“Effectiveness Period"”). The Company shall request that the effective time of the Registration Statement is 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable plus the number of shares of Common Stock exceeds the number of shares of Registrable Securities remaining under the Registration Statement, subject to Section 3(n) hereof, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best commercially reasonable efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filingpracticable.

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "resale" Registration Statement covering providing for the resale of all Registrable Securities for by means of an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-1. Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (except if the Company is not then eligible including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith)Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). The Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable Registrable Securities exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. On or prior to the Filing Date the Company shall prepare and file with the Commission a "resale" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is Notes are convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "“resale" ” Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewithherewith and with the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto (the “Schedule II Shares”) to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's ’s transfer agent to such effect (the "“Effectiveness Period"”). The Company shall request that the effective time of the Registration Statement is 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable plus the number of shares of Common Stock exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty ninety (6090) days after filing.

Resale Registration. On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "resale" Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewithherewith and the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). The Company shall request that the effective time of the Registration Statement is 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds plus the number of shares of Common Stock exceeds the number of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. On In the event that the Company does not file the Public Offering Registration Statement as set forth in Section 2(a) on or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "resale" Registration Statement covering providing for the resale of all Registrable Securities for by means of an offering to be made on a continuous basis pursuant to Rule 415415 (the “Resale Registration Statement”). The Resale Registration Statement shall be on Form SB-2 F-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2F-1, in which case such registration shall be on another appropriate form in accordance herewithherewith and the Securities Act and the rules promulgated thereunder). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Resale Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such the Resale Registration Statement continuously effective under the Securities Act until such date as is during the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable Registrable Securities exceeds the number of shares of Registrable Securities remaining under the Resale Registration Statement, the Company shall have use its best efforts to file such additional Registration Statement within twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. (a) On or prior to the Filing Date the Company shall prepare and file with the Commission a "resale" Registration Statement covering all providing for the resale 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 shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewithwith the Securities Act and the rules promulgated thereunder). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at In the event any time and for any reason, an additional Registrable Securities are excluded from such Registration Statement is required due to the Rule 415 Interpretative Position, the Registrable Securities to be filed because at such time excluded shall be allocated among all Holders on a pro rata basis based on the actual total number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the proposed to be included in such Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "“resale" ” Registration Statement covering providing for the resale of all Registrable Securities for by means of an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on or another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's ’s transfer agent to such effect (the "“Effectiveness Period"”). The Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable Registrable Securities exceeds the number of shares of Registrable Securities remaining under the Registration StatementStatement and such Registrable Securities are not saleable under Rule 144, without limitation, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best commercially reasonable efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after such filing.

Resale Registration. On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "resale" Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewithherewith and the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) 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 prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). The Company shall request that the effective time of the Registration Statement is 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds plus the number of shares of Common Stock exceeds the number of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its commercially reasonable best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "resale" Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify. The Each Registration Statement filed hereunder shall be on Form SB-2 S-3, or any successor short form registration statement available or resale that permits importation by reference at least to the same extent as such form (except if the Company is not then eligible to register for the resale of the Registrable Securities on Form SB-2S-3, subject to the provisions of Section 2(d)) and shall contain (unless otherwise directed by at least 85% in which case such registration interest of the Holders) substantially the “Plan of Distribution” and the “Selling Stockholder” sections attached hereto as Annex A; provided, however, that no Holder shall be on another appropriate form in accordance herewith)required to be named as an “underwriter” without such Holder’s express prior written consent. The Subject to the terms of this Agreement, the Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the a Registration Statement filed under this Agreement (including under Section 4(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to no later than the applicable Effectiveness DateDate (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461), and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when that all Registrable Securities covered by such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144 or any other rule of similar effect, or (yii) the date on which the Registrable Securities may be sold without any restriction volume or manner of sale restrictions pursuant to Rule 144 as determined by and without the counsel to requirement for the Company pursuant to be in compliance with the current public information requirement under Rule 144 (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a written opinion letter, addressed to Registration Statement as of 4:00 p.m. (New York City time) on a Trading Day. The Company shall promptly notify the Holders via e-mail of the effectiveness of a Registration Statement or any post-effective amendment thereto on the same Trading Day that the Commission confirms effectiveness with the Company's transfer agent to , which shall be the date requested for effectiveness of such effect Registration Statement. The Company shall, by 9:30 a.m. (New York City time) on the "Effectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at Trading Day after the effective date of such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by a final Prospectus with the Commission as soon as possible, but required by Rule 424 and provide the Holders with copies of the final Prospectus to be used in no event later than sixty connection with the sale or other disposition of the securities covered thereby (60) days after filingunless such Prospectus is available on the Commission’s XXXXX system).

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "resale" Registration Statement covering providing for the resale of all Registrable Securities for Conversion Shares by means of an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities Conversion Shares on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewithherewith and the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Conversion Shares. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto Conversion Shares to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities Conversion Shares covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities Conversion Shares may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). The Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable Conversion Shares exceeds the number of shares of Registrable Securities Conversion Shares remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. On or prior to the Filing Date the Company shall prepare and file with the Commission a "resale" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II attached hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "“resale" ” Registration Statement covering providing for the resale of all Registrable Securities for by means of an offering to be made on a continuous basis pursuant to Rule 415415 provided that such initial Registration Statement shall register for resale at least the number of shares of Common Stock equal to the Required Registration Amount as of the date such Registration Statement is initially filed with the Commission. The Registration Statement shall be on Form SB-2 S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on or another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "“Effectiveness Period"”). The Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable Registrable Securities exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty thirty (2030) Business Days to file such additional Registration Statement, and the Company shall use its best commercially reasonable efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than ninety (90)) days after such filing; provided, however that if the prior Registration Statement was filed within six months of such sixty (60) or ninety (90) day period, then the sixty (60) and ninety (90) days shall commence immediately after filingthe expiration of the date that is six months after the filing of the prior Registration Statement, unless then current securities laws permit the earlier registration of same.

Resale Registration. On or prior to Upon issuance of the Filing Date Warrant the Company shall prepare and file with the Commission a "resale" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) will use its best efforts to cause (i) as soon as practicable and in any event within one (1) year following the Registration Statement to be declared effective date of the Warrant, file a registration statement under the Securities Act as promptly as possible after the filing thereof(including, but without limitation, appropriate registration or qualification under applicable blue sky or other state securities laws in any event prior up to the Effectiveness Date, and 10 states to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined specified by the counsel to Holder) and (ii) effect, or cause the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement registration statement to be declared effective by the Commission and appropriate blue sky regulators, if necessary, as soon as possiblepracticable after such filing, such registration, qualification, listing or compliance as would permit or facilitate the sale and distribution of the Registrable Securities to the public by Holder. The Company will not be deemed to be in violation of the terms hereof in the event the Company notifies Holder that the registration statement will not be timely filed or declared effective in accordance with this Exhibit A as a result of events outside of the control of the Company, including, but not limited to, delays by the Commission in no declaring the same effective or requests by the Commission for additional information concerning, or amendments to, the registration statement prior to declaring the same effective, or delays by the Commission in declaring the registration statement effective due to the requirements of Item 7 of Form 8-K under the Exchange Act, or the existence of any of the events described in Section 4(b); provided, however, that the Company shall proceed in good faith to effect such filing or to cause the registration statement to be declared effective as soon as practicable after such event later than sixty or events have abated. Notwithstanding anything contained in clause (60i) days after filingof this paragraph to the contrary, if at the time the Warrant is issued the Commission shall not have declared effective the Company's registration statement on Form S-3 (No. 33- 96240) (the "Existing Registration Statement"), the Company shall include the Holder as a "Selling Stockholder" of the Registrable Securities in the Existing Registration Statement. The Company will not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act.

Resale Registration. On or prior to the Filing Date the Company shall prepare and file with the Commission a "“resale" ” Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) promulgated under the Securities Act as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "“Effectiveness Period"”). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. (a) On or prior to the Filing Date the Company shall prepare and file with the Commission a "resale" Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2S-1, in which case such registration shall be on another appropriate form in accordance herewithwith the Securities Act and the rules promulgated thereunder). The Company shall (i) not permit any securities other than the Registrable Securities and the securities to be listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible, the Warrants are exercisable plus the number of shares of Common Stock, and the shares of Common Stock into which the Series C Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty fifteen (2015) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "“resale" ” Registration Statement covering providing for the resale of all Registrable Securities for by means of an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2S-1, in which case such registration shall be on another appropriate form in accordance herewithherewith and the Securities Act and the rules promulgated thereunder). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement except as set forth on Schedule II hereto and (ii) use its best commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's ’s transfer agent to such effect (the "“Effectiveness Period"”). The Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable Registrable Securities exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best commercially reasonable efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after such filing.

Resale Registration. On or prior to the Filing Date the (a) The Company shall prepare and file or cause to be prepared and filed with the Commission SEC no later than a "resale" date which is forty (40) days after the Issue Date (the “Filing Deadline Date”) a Registration Statement covering (the “Initial Registration Statement”) registering the resale from time to time by Holders of all of the Registrable Securities for an offering to be made on (a continuous basis pursuant to Rule 415“Registration Statement”). The Initial Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register SB-2, Form X-0, Xxxx X-0 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution set forth in the Initial Registration Statement and shall register only the Registrable Securities on Form SB-2under this Agreement, in which case such registration shall be on another appropriate form in accordance herewith). unless consented to by Xxxxxxxx Capital Inc. and Cormark Securities Inc. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Initial Registration Statement to be declared effective under the Securities Act as promptly as possible no later than the date (the “Effectiveness Deadline Date”) that is one hundred and fifty (150) days after the filing thereof, but in any event prior to the Effectiveness Issue Date, and to keep such keep, subject to Section 3(d)(A) hereof, the Initial Registration Statement (or any Subsequent Registration Statement) continuously effective under the Securities Act until such date as is the earlier expiration of (x) the Effectiveness Period. Each Holder that became a Notice Holder on or prior to the date when all ten (10) Business Days prior to the time that the Initial Registration Statement became effective shall be named as a selling security holder in the Initial Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities unless such Holder has provided a Notice and Questionnaire in accordance with and in compliance with Section 4. The Company may be sold without permit any restriction pursuant of its security holders to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to include any of the Company's transfer agent to such effect (’s securities in the "Effectiveness Period"). If at any time and for any reason, an additional Initial Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the or any Subsequent Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "“resale" ” Registration Statement covering providing for the resale of all Registrable Securities for by means of an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewithherewith and the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's ’s transfer agent to such effect (the "“Effectiveness Period"”). The Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable plus the number of shares of Common Stock previously issued upon such conversion and exercise exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. On or prior to the Filing Date the Company shall prepare and file with the Commission a "resale" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) under the Securities Act as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is Notes are convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.. ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­

Resale Registration. On or prior to the Filing Date the The Company shall prepare and file a registration statement with the Commission covering the resale of the Underlying Shares (a "resale" “Registration Statement covering all Registrable Securities for an offering to be made Statement”) on a continuous basis pursuant to Rule 415. The Registration Statement or before April 30, 2023, and shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best commercially reasonable efforts to cause the such Registration Statement to be declared become effective under on or before the Securities Act as promptly as possible after forty-fifth (45th) day from the date of filing thereof, but in any event prior to (the Effectiveness Date, and to keep such “Registration Statement continuously effective under Effective Date”); provided, for the Securities Act until such date as is avoidance of doubt that the earlier number of (x) the date when all Registrable Securities Underlying Shares covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without shall reflect any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds increase in the number of shares of Registrable Securities remaining Underlying Shares issuable under the Registration StatementDebenture and Warrant resulting from the application of the provisions of the Debenture and Warrant. The Company shall qualify or register the Underlying Shares in such states as are reasonably requested by the Purchaser; provided, however, that in no event shall the Company be required to register the Underlying Shares in a state in which such registration would cause the Company to be obligated to register or license to do business in such state or submit to general service of process in such state. The Company shall cause any registration statement filed pursuant to this section to remain effective for a period of at least twelve (12) consecutive months after the date that the registration becomes effective. The Company shall bear all fees and expenses attendant to the foregoing registration, other than any and all underwriting discounts, selling commissions, applicable to the sale of the Underlying Shares. In the event that the Purchaser exercises the Additional Purchase Option, the Company shall have twenty (20) Business Days file a registration statement with the Commission covering the resale of the shares underlying the Debentures and Warrants issued pursuant to file such additional Registration Statement, Additional Purchase Option as promptly as reasonably practicable thereafter and the Company shall use its best commercially reasonable efforts to cause such additional Registration Statement to be declared become effective by on or before the Commission as soon as possible, but in no event later than sixty forty-fifth (6045th) days after filingday from the date of the filing (the “Additional Registration Statement Effective Date”).

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "“resale" ” Registration Statement covering providing for the resale of all Registrable Securities for by means of an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on or another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement except as set forth on Schedule II hereto and (ii) use its best commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's ’s transfer agent to such effect (the "“Effectiveness Period"”). The Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable Registrable Securities exceeds the number of shares of Registrable Securities remaining under the Registration StatementStatement and such Registrable Securities are not saleable under Rule 144, without limitation, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best commercially reasonable efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after such filing.

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "resale" Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewithherewith and with the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). The Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "resale" Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewithherewith and the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). The Company shall request that the effective time of the Registration Statement shall be 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes or Preferred Stock (as the case may be) is convertible and the Warrants are exercisable plus the number of shares of Common Stock held by the Holders exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "“resale" ” Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on or another appropriate form in accordance herewithherewith and with the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's ’s transfer agent to such effect (the "“Effectiveness Period"”). If at any time and for any reason, reason an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible Conversion Shares and the Warrants are exercisable Warrant Shares exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty thirty (2030) Business Days to file such additional Registration Statement, and the Company shall use its best commercially reasonable efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty ninety (6090) days after filingafter.

Resale Registration. On or prior to the sooner of (i) the Filing Date (as defined in the Company Initial Note) under the Initial Note or (ii) ninety (90) days from the Original Advance Date (the “Filing Date”), the Issuer shall prepare and file with the Securities and Exchange Commission (the “Commission”) a "“resale" ” Registration Statement covering providing for the resale of all Registrable Securities for by means of an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-3 (except if the Company Issuer is not then eligible to register for resale the Registrable Securities on Form SB-2S-3, in which case such registration shall be on another appropriate form in accordance herewithherewith and the Securities Act and the rules promulgated thereunder). The Company Issuer shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event on or prior to the Effectiveness DateDate (as defined below), and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company Issuer pursuant to a written opinion letter, addressed to the CompanyIssuer's transfer agent to such effect (the "“Effectiveness Period"”). The Issuer shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable Registrable Securities exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company Issuer shall have twenty (20) Business Days to file such additional Registration Statement, and the Company Issuer shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after such filing. For purposes of this Section 11, “Effectiveness Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the earlier of (A) the sixtieth (60th) day following the filing date of such Registration Statement (or in the event such Registration Statement receives a “full review” by the Commission, the ninetieth (90th) day following such filing date) or (B) the date which is within five (5) Business Days after the date on which the Commission informs the Issuer (i) that the Commission will not review such Registration Statement or (ii) that the Issuer may request the acceleration of the effectiveness of such Registration Statement; provided that, if the Effectiveness Date falls on a Saturday, Sunday or any other day which shall be a legal holiday or a day on which the Commission is authorized or required by law or other government actions to close, the Effectiveness Date shall be the following Business Day. For purposes herein, “Registrable Securities” means the Conversion Shares and the Warrant Shares and any other shares of common stock issuable pursuant to the exercise of the Warrants (without regard to any limitation on such exercise), and any shares of capital stock issued or issuable from time to time (with any adjustments) in replacement of, in exchange for or otherwise in respect of the Conversion Shares or the Warrant Shares.

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "“resale" ” Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2S-3, in which case such registration shall be on another appropriate form in accordance herewithherewith and with the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) 24 months after the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect Closing Date (the "“Effectiveness Period"”). The Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Notes are convertible plus the number of shares of Common Stock is convertible and into which the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. On or prior to the Filing Date the (a) The Company shall prepare and file or cause to be prepared and filed with the Commission SEC no later than December 31, 2005 (the “Filing Deadline Date”) a "resale" Registration Statement covering (the “Initial Resale Registration Statement”) registering the resale from time to time by Holders of all of the Registrable Securities for an offering to be made on (a continuous basis pursuant to Rule 415“Resale Registration Statement”). The Initial Resale Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance herewith)with the methods of distribution set forth in the Initial Resale Registration Statement. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best commercially reasonable efforts to cause the Initial Resale Registration Statement to be declared effective under the Securities Act as promptly as possible no later than the date (the “Effectiveness Deadline Date”) that is ninety (90) days (or, in the case of a full review by the SEC, one hundred and twenty (120) days) after the filing thereof, but in any event prior to the Effectiveness Issue Date, and to keep such keep, subject to Section 3(d)(A) hereof, the Initial Resale Registration Statement (or any Subsequent Resale Registration Statement) continuously effective under the Securities Act until such date as is the earlier expiration of (x) the Effectiveness Period. Each Holder that became a Notice Holder on or prior to the date when all ten (10) Business Days prior to the time that the Initial Resale Registration Statement became effective shall be named as a selling security holder in the Initial Resale Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Resale Registration Statement have been sold or (y) the date on which the Registrable Securities unless such Holder has provided a Notice and Questionnaire in accordance with and in compliance with Section 4. The Company may be sold without permit any restriction pursuant of its security holders to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to include any of the Company's transfer agent to such effect (’s securities in the "Effectiveness Period"). If at any time and for any reason, an additional Initial Resale Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the or any Subsequent Resale Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. On or prior to the Filing Date the Company shall prepare and file with the Commission a "resale" Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewithwith the Securities Act and the rules promulgated thereunder). The Company shall (i) not permit any securities other than the Registrable Securities and the securities to be listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is Notes are convertible and the Warrants are exercisable plus the number of shares of Common Stock exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty fifteen (2015) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "“resale" ” Registration Statement covering providing for the resale of all Registrable Securities for by means of an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-3 or Form S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on or another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold sold, or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's ’s transfer agent to such effect (the "“Effectiveness Period"”). The Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable Registrable Securities exceeds the number of shares of Registrable Securities remaining under the Registration StatementStatement and such Registrable Securities are not saleable under Rule 144, without limitation, the Company shall have twenty sixty (2060) Business Days to file such additional Registration Statement, and the Company shall use its best commercially reasonable efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than ninety (90)) days after such filing; provided, however that if the prior Registration Statement was filed within six months of such sixty (60) or ninety (90) day period, then the sixty (60) and ninety (90 ) days shall commence immediately after filingthe expiration of the date that is six months after the filing of the prior Registration Statement, unless then current securities laws permit the earlier registration of same.

Resale Registration. On or prior to the Filing Date the Company shall prepare and file with the Commission a "resale" Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2S-1, in which case such registration shall be on another appropriate form in accordance herewithwith the Securities Act and the rules promulgated thereunder). The Company shall (i) not permit any securities other than the Registrable Securities and the securities to be listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is Notes are convertible and the Warrants are exercisable plus the number of shares of Common Stock exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty fifteen (2015) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "“resale" ” Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewithherewith and with the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto Note Conversion Shares to be included in the Registration Statement and (ii) use its best commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's ’s transfer agent to such effect (the "“Effectiveness Period"”). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible Shares and the Warrants are exercisable Warrant Shares exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best commercially reasonable efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty one hundred twenty (60120) days after filingafter.

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "resale" Registration Statement covering providing for the resale of all Registrable Securities for by means of an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, S-1 in which case such registration shall be on another appropriate form in accordance herewithherewith and the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). The Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable Registrable Securities exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. On or prior to the Filing Date the Company shall prepare and file with the Commission a "resale" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable Registrable Securities exceeds the number of shares of Registrable Securities remaining registered under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. On or prior to the date (the “Filing Date Date”) that is 30 days after the date of completion of the transaction contemplated in the Share Exchange Agreement, the Company shall prepare and file with the Commission SEC a "resale" Registration Statement covering all providing for the resale of the Shares and the Warrant Shares (collectively, the “Registrable Securities Securities”) for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewithwith the Securities Act and the rules promulgated thereunder). The Company shall (i) not permit any securities other than the Registrable Securities and the securities to be listed on Schedule II Exhibit C hereto to be included in the Registration Statement and (ii) use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the date (the “Effectiveness Date”) that is 120 days after the earlier of (i) the date of filing of the Registration Statement, and (ii) the Filing Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. On or prior to the Filing Date the Date, Company shall prepare and file with the Commission a "resale" Registration Statement covering all the resale of the Registrable Securities for an offering to be made by the Holder(s) on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except S-1, or if the Company is not then eligible eligible, Form S-3, and shall contain substantially the “Plan of Distribution” attached hereto as Annex A. Subject to register for resale the Registrable Securities on Form SB-2terms of this Agreement, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its reasonable best efforts to cause the a Registration Statement to be declared effective under the Securities Act as promptly as reasonably possible after the filing thereof, but in any event prior to the Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (yii) the date on which the Registrable Securities (A) may be sold without any restriction volume or manner-of-sale restrictions pursuant to Rule 144 and (B) (I) may be sold without the requirement for Company to be in compliance with the current public information requirement under Rule 144 or (II) Company is in compliance with the current public information requirement under Rule 144, or (iii) no Registrable Securities are then outstanding, as determined by the counsel to the Company pursuant to a written opinion letterletter to such effect, addressed and acceptable to the Company's ’s transfer agent to such effect and the affected Holders (the "“Effectiveness Period"”). If at any time and for any reason, an additional Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement is on the same Trading Day that Company telephonically confirms effectiveness with the Commission. Company shall file a final Prospectus with the Commission as required to be filed because at such time by Rule 424. Notwithstanding any other provision of this Agreement, if the actual number Staff of shares of Common Stock into which the Preferred Stock is convertible and Commission (the Warrants are exercisable exceeds “Staff”) or any SEC Guidance sets forth a limitation on the number of shares Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), then Company shall reduce the number of Registrable Securities remaining under to be included in such Registration Statement (with the Registration Statement, prior consent of the Company shall have twenty (20Holders as to the specific Registrable Securities to be removed therefrom) Business Days to file until such additional Registration Statement, time as the Staff and the Company Commission shall use its best efforts to cause so permit such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filingbecome effective.

Resale Registration. On or prior to the Filing Date the Company shall prepare and file with the Commission a "resale" Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2S-3, in which case such registration shall be on another appropriate form in accordance herewithherewith and the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities to be listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). The Company shall request that the effective time of the Registration Statement is 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "“resale" ” Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on or another appropriate form in accordance herewithherewith and with the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "“Effectiveness Period"”). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible Stocks and the Warrants are exercisable Warrant Shares exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty sixty (2060) Business Days to file such additional Registration Statement, and the Company shall use its best commercially reasonable efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty one hundred eighty (60180) days after filingthe filing of such Registration Statement.

Resale Registration. On or prior 2.1.1 The Company agrees to the Filing Date the Company shall prepare and use its commercially reasonable efforts to file with the Commission a "resale" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be registration statement on Form SB-2 S-1 (except if the Company is not then eligible a “Resale Registration Statement”) to register for the resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than of the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to such be declared effective under the Securities Act as promptly as possible after on or before the filing thereofdate on which the Lockup Period expires, but in any event prior pursuant to the Effectiveness Dateprovisions of Section 4.1(e) of the Purchase Agreement, and shall use its commercially reasonable efforts to keep such Resale Registration Statement continuously effective under the Securities Act until such date as is the earlier of for two (x2) years after the date when of expiration of the Lockup Period, or until the date that all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (yii) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 without volume or manner-of-sale restrictions and without current public information (including pursuant to Rule 144(i)(2)), as reasonably determined by the counsel to the Company. The Company pursuant to a written opinion letter, addressed to shall promptly notify the Company's transfer agent to such effect (Holders via facsimile or by e-mail of the "Effectiveness Period"). If at any time and for any reason, an additional effectiveness of the Resale Registration Statement is required to on the same Business Day that the Company confirms effectiveness with the Commission, which shall be filed because at the date requested for effectiveness of such time Resale Registration Statement. The Buyer shall, by 9:30 a.m. Eastern Time on the actual number second Business Day after the effective date of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the such Resale Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by a final Prospectus with the Commission as soon required by Rule 424. Nevertheless, the Company’s obligations to include the Registrable Securities in the Resale Registration Statement are contingent upon the Holders furnishing in writing to the Company such other information regarding each of the Holders, the Registrable Securities held by Holder and the intended method of disposition of the Registrable Securities as possibleshall be reasonably requested by the Company to effect the registration of the Registrable Securities, but and each of the Holders shall execute such documents in no event later than sixty (60) days after filingconnection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations.

Resale Registration. On or prior to the Filing Date the Company shall prepare and file with the Commission a "resale" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) promulgated under the Securities Act as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "resale" Registration Statement covering providing for the resale of all Registrable Securities for by means of an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2S-1, in which case such registration shall be on another appropriate form in accordance herewithherewith and the Securities Act and the rules promulgated thereunder). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). The Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable Registrable Securities exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after such filing.

Resale Registration. (a) On or prior to the Filing Date Date, the Company shall prepare and file with the Commission a "“resale" ” Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2S-3, in which case such registration shall be on another appropriate form in accordance herewithherewith and with the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) 24 months after the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect Final Closing Date (the "“Effectiveness Period"”). The Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Notes are convertible plus the number of shares of Common Stock is convertible and into which the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. (a) On or prior to the Filing Date the Company shall prepare and file with the Commission a "resale" Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2S-3, in which case such registration shall be on another appropriate form (e.g., Form S-1) in accordance herewithwith the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities to be listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). The Company shall request that the effective time of the Registration Statement is 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty fifteen (2015) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. On or prior to the Filing Date the Company shall prepare and file with the Commission a "resale" Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2S-3, in which case such registration shall be on another appropriate form in accordance herewithherewith and the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement Statement, provided that the Company shall be permitted to include in the Registration Statement, at its option and solely for its convenience, other similar securities issued by the Company (i.e. common stock previously issued by the Company or common stock issued or issuable on exercise of warrants previously issued by the Company) and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). The Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock Warrant is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

Resale Registration. (a) On or prior to the Filing Date the Company shall prepare and file with the Commission a "“resale" ” Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewithwith the Securities Act and the rules promulgated thereunder). The Company shall (i) not permit any securities other than the Registrable Securities and the securities to be listed on Schedule II hereto to be included in the Registration Statement and (ii) subject to Section 2(b), use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's ’s transfer agent to such effect (the "“Effectiveness Period"”). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible Notes and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statementor convertible, the Company shall have twenty thirty-five (2035) Business Days days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty ninety (6090) days after filing.