Common use of Shelf Registration Clause in Contracts

Shelf Registration. (a) The Company shall, subject to the limitations specified in this Agreement, use its best efforts (i) to file a shelf registration statement on Form S-3 or any other form available to the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)). (b) If any offering pursuant to Section 1.2(a) hereof involves an underwritten offering, an underwriter will be selected by the Holders of two-thirds of the Registrable Securities then outstanding and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all Other Securities (as defined below) are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, (i) the Company shall have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety (90) days after the Filing Date, (ii) in case a Shelf Registration Statement has been filed but has not become effective, the Company may cause such registration statement to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) days after the date of the postponement or withdrawal), use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement). (e) The registration statement filed pursuant to this Section 1.2 may include other securities of the Company (i) which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, (ii) which are held by officers and directors of the Company, or (iii) which are being offered for the account of the Company (collectively, the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities").

Shelf Registration. (a) If the Notes shall not have been paid in full in accordance with their term on or after the Scheduled Maturity Date under (and as defined in) the Notes, then, on or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Securityholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, subject 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 limitations specified in this Agreement, use its best efforts Holder within one (i1) Trading Day of such notification of effectiveness or failure to file a shelf registration statement on Form S-3 or any other form available to the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration final Prospectus as foresaid shall be deemed an Event under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)3(d). (b) If any offering pursuant to Notwithstanding the registration obligations set forth in Section 1.2(a) hereof involves an underwritten offering3(a), an underwriter will be selected by if the Holders of two-thirds Commission informs the Company that all of the Registrable Securities then outstanding cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 3(e); with respect to filing on Form S-1 or other appropriate form, and subject to the provisions of Section 3(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be reasonably acceptable obligated to use diligent efforts to advocate with the Company. In such event, Commission for the right registration of any Holder to include its all of the Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together accordance with the Company as provided in Section 1.4(e)SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 1.23(d), if the underwriter advises the Holders in writing that marketing factors require Commission or any SEC Guidance sets forth a limitation of on the number of shares Registrable Securities permitted to be underwrittenregistered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), then unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in registered on such underwriting shall not Registration Statement will be reduced unless all Other as follows: (i) First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; (ii) Second, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders); and (iii) Third, the Company shall reduce Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as defined below) are first entirely excluded from to such Holder’s allotment. In the underwritingevent the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (cd) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety satisfied this clause (90) days after the Filing Datei)), or (ii) in case the Company fails to file with the Commission a Shelf request for acceleration of a Registration Statement has been filed but has not become effectivein accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company may cause is notified (orally or in writing, whichever is earlier) by the Commission that such registration statement Registration Statement will not be “reviewed” or will not be subject to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) daysfurther review, or (iii) in case prior to the effective date of a Shelf Registration Statement has been filed and has become effectiveStatement, the Company may cause fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such registration statement Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be withdrawn and its effectiveness terminated declared effective, or may postpone amending (iv) a Registration Statement registering for resale all of the Registrable Securities, subject to the cutback limitations set forth in Section 3(c) of this Agreement, is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or supplementing (v) after the effective date of a Registration Statement, such registration statement until Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Detrimental Condition no longer existsRegistration Statement, but in no event or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ninety ten (9010) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days. The Company may not declare a Detrimental Condition) during any 12-month period (any such failure or breach being referred to as an “Event”, or take any and for purposes of the actions specified in clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) or the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the preceding sentence date on which such ten (and can take only one such action specified in clauses(i10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (iiif the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or (iiisuch lesser maximum amount that is permitted to be paid by applicable law) per Detrimental Condition)to the Holder, more than once accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any twelve-portion of a month periodprior to the cure of an Event. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give accrue any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed liquidated damages under this Section 1.2 (whether pursuant to 3(d) beyond the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) days after 366th day from the date of the postponement or withdrawal), use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement), provided, that amounts that have accrued and interest due thereon will continue to accrue until paid in full. (e) The If Form S-1 is not available for the registration statement filed pursuant to this Section 1.2 may include other securities of the resale of Registrable Securities hereunder, the Company (i) which are held by persons who, by virtue of agreements with shall register the Company, are entitled to include their securities in any such registration, (ii) which are held by officers and directors resale of the CompanyRegistrable Securities on another appropriate form. (f) Notwithstanding anything to the contrary contained herein, or (iii) which are being offered for the account of in no event shall the Company (collectively, be permitted to name any Holder or affiliate of a Holder as any Underwriter without the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities")prior written consent of such Holder.

Shelf Registration. (a) The On or prior to the Conversion Shares Filing Date, the Company shallshall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities relating to the Conversion Shares (as determined pursuant to clause (b), (c) and (d) of the definition of 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. On or prior to each Warrant Shares Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities related to the Warrant Shares (as determined pursuant to clause (a), (c) and (d) of the definition of Registrable Securities) that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the limitations specified provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 85% in this Agreement, use its best efforts (i) to file a shelf registration statement on Form S-3 or any other form available to the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 interest of the Act (Holders) the "Shelf Registration Statement"); and (ii) to maintain “Plan of Distribution” section in substantially the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)). (b) If any offering pursuant to Section 1.2(a) hereof involves an underwritten offering, an underwriter will be selected by the Holders of two-thirds of the Registrable Securities then outstanding and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting form attached hereto as Annex A and the inclusion of such Holder's Registrable Securities “Selling Stockholder” section in substantially the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company form attached hereto as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each HolderAnnex B; provided, however, that the number of shares of Registrable Securities no Holder shall be required to be included in named as an “underwriter” without such underwriting shall not be reduced unless all Other Securities (as defined below) are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish Holder’s express prior written consent. Subject to the Holders a certificate signed by the Chief Executive officer or President terms of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, (i) the Company shall have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety (90) days after the Filing Date, (ii) in case a Shelf Registration Statement has been filed but has not become effective, the Company may cause such registration statement to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statementthis Agreement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) days after the date of the postponement or withdrawal), use its best efforts to effect the registration cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act of as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement). (e) The registration statement filed pursuant to this Section 1.2 may include other securities of the Company Registration Statement (i) which are held by persons whohave been sold, by virtue of agreements with the Companythereunder or pursuant to Rule 144, are entitled to include their securities in any such registration, or (ii) which may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities were issued or are issuable, were at no time held by officers and directors any Affiliate of the Company), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holders via facsimile or (iii) which are being offered for the account 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. (collectivelyNew York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the securities referred Commission as required by Rule 424. Failure to in clauses so notify the Holder within one (i), (ii1) and (iii) in this paragraph are hereinafter referred Trading Day of such notification of effectiveness or failure to file a final Prospectus as the "Other Securities"foresaid shall be deemed an Event under Section 2(d).

Shelf Registration. (a) On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent; provided, further, that in the event the Commission requires that a Holder be named as an “underwriter” and such Holder does not so consent, the Company shall not be required to include such Holder’s Registrable Securities in a Registration Statement, notwithstanding any provision to the contrary contained herein. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, subject by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the limitations specified in this Agreement, use its best efforts Holder within one (i1) Trading Day of such notification of effectiveness or failure to file a shelf registration statement on Form S-3 or any other form available to the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration final Prospectus as foresaid shall be deemed an Event under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)2(d). (b) If any offering pursuant to Notwithstanding the registration obligations set forth in Section 1.2(a) hereof involves an underwritten offering2(a), an underwriter will be selected by if the Holders of two-thirds Commission informs the Company that all of the Registrable Securities then outstanding cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e), with respect to filing on Form S-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be reasonably acceptable obligated to use diligent efforts to advocate with the Company. In such event, Commission for the right registration of any Holder to include its all of the Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together accordance with the Company as provided in Section 1.4(e)SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 1.22(d), if the underwriter advises the Holders in writing that marketing factors require Commission or any SEC Guidance sets forth a limitation of on the number of shares Registrable Securities permitted to be underwrittenregistered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), then unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of shares Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included by any Person other than a Holder; and b. Second, the Company shall reduce Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period or (vi) any time during the period commencing from the six (6) month anniversary of the date hereof and ending at such time that all of the Registrable Securities may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i), (iv) and (vi), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then except during any period of time in which the Holders may sell the Registrable Securities pursuant to Rule 144 without volume limitations, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement with respect to the Registrable Securities affected by such Event and held by such Holder on such Event Date and each monthly anniversary thereof, up to a maximum of 6.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for such Registrable Securities. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (e) If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that may be included the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the underwriting shall be allocated among all Holders thereof in proportion Registrable Securities has been declared effective by the Commission. (as nearly as practicablef) Notwithstanding anything to the amount of Registrable Securities of contrary contained herein, in no event shall the Company owned by each be permitted to name any Holder or affiliate of a Holder as any underwriter without the prior written consent of such Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all Other Securities (as defined below) are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of event the Board of Directors of the Company, it would Commission requires that a Holder be seriously detrimental (a "Detrimental Condition") to the Company named as an “underwriter” and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, (i) the Company shall have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety (90) days after the Filing Date, (ii) in case a Shelf Registration Statement has been filed but has not become effective, the Company may cause such registration statement to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if does not so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court)consent, the Company shall not be considered required to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the include such Holder’s Registrable Securities covered by in a Registration Statement, notwithstanding any provision to the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) days after the date of the postponement or withdrawal), use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement)contrary contained herein. (e) The registration statement filed pursuant to this Section 1.2 may include other securities of the Company (i) which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, (ii) which are held by officers and directors of the Company, or (iii) which are being offered for the account of the Company (collectively, the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities").

Shelf Registration. (a) On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form F-1, or such other form available to register for resale the Registrable Securities, and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Shareholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall promptly notify the Holders via e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, subject to by 9:30 a.m. (New York City time) on the limitations specified in this AgreementTrading Day after the effective date of such Registration Statement, use its best efforts (i) to file a shelf registration statement on Form S-3 or any other form available final Prospectus with the Commission as required by Rule 424. Failure to the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration so file a final Prospectus as foresaid shall be deemed an Event under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)2(d). (b) If any offering pursuant to Notwithstanding the registration obligations set forth in Section 1.2(a) hereof involves an underwritten offering2(a), an underwriter will be selected by if the Holders of two-thirds Commission informs the Company that all of the Registrable Securities then outstanding cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form F-1 or such other form available to register for resale the Registrable Securities as a secondary offering; with respect to filing on Form F-1 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be reasonably acceptable obligated to use diligent efforts to advocate with the Company. In such event, Commission for the right registration of any Holder to include its all of the Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together accordance with the Company as provided in Section 1.4(e)SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 1.22(d), if the underwriter advises the Holders in writing that marketing factors require Commission or any SEC Guidance sets forth a limitation of on the number of shares Registrable Securities permitted to be underwrittenregistered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), then unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in registered on such underwriting shall not Registration Statement will be reduced unless all Other as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; and b. Second, the Company shall reduce Registrable Securities represented by ADSs (applied, in the case that some ADSs may be registered, to the Holders on a pro rata basis based on the total number of unregistered ADSs). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as defined below) are first entirely excluded from to such H▇▇▇▇▇’s allotment. In the underwritingevent the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form F-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (cd) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company shall have files the right Initial Registration Statement without affording the Holders the opportunity to defer taking action with respect to review and comment on the same as required by Section 3(a) herein or the Company subsequent withdraws the filing of the Shelf Registration Statement for a period Statement, the Company shall be deemed to have not satisfied this clause as of not more than ninety (90) days after the Filing Date), or (ii) in case the Company fails to file with the Commission a Shelf request for acceleration of a Registration Statement has been filed but has not become effectivein accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company may cause is notified (orally or in writing, whichever is earlier) by the Commission that such registration statement Registration Statement will not be “reviewed” or will not be subject to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) daysfurther review, or (iii) in case prior to the effective date of a Shelf Registration Statement has been filed and has become effectiveStatement, the Company may cause fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such registration statement Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Conditiondeclared effective, or take any (iv) a Registration Statement registering for resale all of the actions specified in clauses (i), (ii) or (iii) Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the preceding sentence Initial Registration Statement (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of provided if the fact that Registration Statement does not allow for the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder resale of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company at prevailing market prices (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such noticeie. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or courtonly allows for fixed price sales), the Company shall have been deemed to have not satisfied this clause), or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities (other than with respect to a breach regarding failure to remove a legend, which is covered by Section 6.9(b) of the Assignment and Exchange Agreement), for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be considered consecutive calendar days) during any 12-month period (any such failure or breach being referred to have effected as an effective registration “Event”, and for the purposes of this Agreement until clauses (i) and (iv), the Company shall date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have filed a new registration statement covering hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and applicable Event shall not have been withdrawncured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the Offering Price multiplied by the aggregate number of ADS and Pre-Funded Warrants issued to such Holder pursuant to the Assignment and Exchange Agreement. If the Company shall give fails to pay any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but partial liquidated damages pursuant to this Section in no event later than ninety (90) full within seven days after the date of the postponement or withdrawal)payable, use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company will pay interest thereon at a rate of 15% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. Notwithstanding anything herein to the contrary, a Holder shall not be considered entitled to have effected an effective registration for the purposes damages set forth in this Section 2(d) if and to the extent such Holder has not provided a broker letter confirming the resale of this Agreement).the ADS that contains all of the information set forth in the form attached as Annex C. (e) The registration statement filed pursuant Notwithstanding anything to this Section 1.2 may include other securities of the contrary contained herein, in no event shall the Company (i) which are held by persons who, by virtue be permitted to name any Holder or affiliate of agreements with a Holder as any underwriter without the Company, are entitled to include their securities in any prior written consent of such registration, (ii) which are held by officers and directors of the Company, or (iii) which are being offered for the account of the Company (collectively, the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities")Holder.

Shelf Registration. (a) On or prior to each Filing Date, the Company shall prepare and file with the Commission the Initial Registration Statement covering the resale of all of the Registrable Securities underlying the Preferred Stock and/or Warrants that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S‑3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(d)) and shall contain (unless otherwise directed by at least 85% in interest of the Holders or otherwise modified by the Company to comply with applicable law, rule or regulation or to make any disclosure contained therein not misleading) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause a US-DOCS\133667186.2 Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner‑of‑sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request from the Commission for the effectiveness of a Registration Statement to be as of 5:00 p.m. (New York City time) on a Trading Day, provided that the actual effectiveness shall be subject to the Commission’s approval of such effectiveness. The Company shall promptly notify the Holders via e‑mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, subject to by 9:30 a.m. (New York City time) on the limitations specified in this AgreementTrading Day after the effective date of such Registration Statement, use its best efforts (i) to file a shelf registration statement on Form S-3 or any other form available to final Prospectus with the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided Commission if such filing is required by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a))424. (b) If any offering pursuant to Notwithstanding the registration obligations set forth in Section 1.2(a) hereof involves an underwritten offering2(a), an underwriter will be selected by if the Holders of two-thirds Commission informs the Company that all of the Registrable Securities on the Initial Registration Statement cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on such registration statement, then outstanding the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file an amendment to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S‑3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(d); provided, however, that prior to filing such amendment, the Company shall be reasonably acceptable obligated to use diligent efforts to advocate with the Company. In such event, Commission for the right registration of any Holder to include its all of the Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together accordance with the Company as provided in Section 1.4(e)SEC Guidance, including without limitation, Securities Act Rules Compliance and Disclosure Interpretation Question 612.09. (c) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2Agreement, if the underwriter advises the Holders in writing that marketing factors require Commission or any SEC Guidance sets forth a limitation of on the number of shares Registrable Securities permitted to be underwrittenregistered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities), then unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in registered on such underwriting shall not Registration Statement will be reduced unless all Other as follows: i. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; 4 US-DOCS\133667186.2 ii. Second, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders); and iii. Third, the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days’ prior written notice along with the calculations as defined below) are first entirely excluded from to such Holder’s allotment. In the underwriting. (c) Notwithstanding event the Company amends the Initial Registration Statement in accordance with the foregoing, if then the Company shall furnish use its commercially reasonable efforts to file with the Holders a certificate signed Commission, as promptly thereafter as allowed by the Chief Executive officer Commission or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") SEC Guidance provided to the Company and its stockholders for a registration statement to be filed or to become registrants of securities in general, one or remain effectivemore registration statements on Form S‑3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, (i) the Company shall have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety (90) days after the Filing Date, (ii) in case a Shelf Registration Statement has been filed but has not become effective, the Company may cause such registration statement to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusiveamended. (d) If Form S-3 is not available for the Company shall give any notice registration of postponement or withdrawal the resale of any registration statementRegistrable Securities hereunder, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), ) register the resale of the Registrable Securities on another appropriate form and (ii) or (iii) of undertake to register the prior paragraph, register any Common Stock, other than pursuant to a registration statement Registrable Securities on Form S-4 or S-8 (or an equivalent registration S-3 as soon as reasonably practicable after such form then in effect). Each Holder of Registrable Securities agrees thatis available, upon receipt of any notice from the Company provided that the Company has determined to withdraw any registration statement pursuant to shall maintain the immediately preceding paragraph, such Holder will discontinue its disposition effectiveness of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, Registration Statement then in effect until such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement Registration Statement on Form S-3 covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have has been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) days after the date of the postponement or withdrawal), use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement)Commission. (e) The registration statement filed pursuant to this Section 1.2 may include other securities of the Company (i) which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, (ii) which are held by officers and directors of the Company, or (iii) which are being offered for the account of the Company (collectively, the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities").

Shelf Registration. (a) On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible, or the resale of the Registerable Securities is not eligible, to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on Form S-1 or another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least a majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the first to occur of: (A) the date that is one (1) year from the date the Registration Statement is declared effective by the Commission (the “Cut-Off Date”), and (B) the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold by a non-Affiliate of the Company without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall promptly notify the Holders via e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, subject 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 limitations specified in this Agreement, use its best efforts Holder within one (i1) Trading Day of such notification of effectiveness or failure to file a shelf registration statement on Form S-3 or any other form available to the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration final Prospectus as foresaid shall be deemed an Event under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)2(d). (b) If any offering pursuant to Notwithstanding the registration obligations set forth in Section 1.2(a) hereof involves an underwritten offering2(a), an underwriter will be selected by if the Holders of two-thirds Commission informs the Company that all of the Registrable Securities then outstanding cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be reasonably acceptable obligated to use diligent efforts to advocate with the Company. In such event, Commission for the right registration of any Holder to include its all of the Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together accordance with the Company as provided in Section 1.4(e)SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 1.22(d), if the underwriter advises the Holders in writing that marketing factors require Commission or any SEC Guidance sets forth a limitation of on the number of shares Registrable Securities permitted to be underwrittenregistered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), then unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of shares Registrable Securities to be registered on such Registration Statement shall be reduced as follows: (i) First, the Company shall reduce or eliminate any securities to be included by any Person other than a Holder; (ii) Second, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders); and (iii) Third, the Company shall reduce Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such ▇▇▇▇▇▇’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by the Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that may were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within thirty (30) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the underwriting Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such thirty (30) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as an “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each thirty (30) calendar day anniversary of each such Event Date (if the applicable Event shall be allocated among all Holders thereof not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in proportion (cash, as nearly partial liquidated damages and not as practicable) a penalty, equal to 1.0% of the aggregate Subscription Amount paid by such Holder pursuant to the amount of Registrable Securities of the Company owned by each HolderPurchase Agreement; provided, however, that the number of shares of Registrable Securities to be included in such underwriting Company shall not be reduced unless required to make any payments pursuant to this Section 2(d) if an Event occurred at such time that all Other Registrable Securities are eligible for resale pursuant to Rule 144 (as defined belowwithout volume restrictions or current public information requirements) are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed promulgated by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, (i) the Company shall have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety (90) days after the Filing Date, (ii) in case a Shelf Registration Statement has been filed but has not become effective, the Company may cause such registration statement to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement Commission pursuant to the immediately preceding paragraphSecurities Act; provided, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement andfurther, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered required to have effected an effective registration for make any payments pursuant to this Section 2(d) with respect to any Registrable Securities the purposes Company is unable to register due to limits imposed by the Commission’s interpretation of Rule 415 under the Securities Act. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement until shall be 6.0% of the Company shall have filed a new registration statement covering aggregate Subscription Amount paid by such Holder pursuant to the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawnPurchase Agreement. If the Company shall give fails to pay any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists partial liquidated damages pursuant to this Section in full within seven (but in no event later than ninety (907) days after the date of the postponement or withdrawal)payable, use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall not be considered apply on a daily pro rata basis for any portion of a thirty (30) calendar day period prior to have effected the cure of an effective registration for the purposes of this Agreement)Event. (e) The If Form S-3 is not available for the registration statement filed pursuant to this Section 1.2 may include other securities of the resale of Registrable Securities hereunder, the Company shall (i) which are held by persons who, by virtue register the resale of agreements with the Company, are entitled to include their securities in any such registration, Registrable Securities on another appropriate form and (ii) which are held by officers and directors undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the CompanyRegistration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. (f) Notwithstanding anything to the contrary contained herein, or (iii) which are being offered for the account of in no event shall the Company (collectively, be permitted to name any Holder or affiliate of a Holder as any underwriter without the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities")prior written consent of such Holder.

Shelf Registration. (a) The Company shall, subject to At the limitations specified in this Agreement, use its best efforts (i) to file a shelf registration statement on Form S-3 or any other form available to the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)). (b) If any offering pursuant to Section 1.2(a) hereof involves an underwritten offering, an underwriter will be selected by the Holders of two-thirds of the Registrable Securities then outstanding and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all Other Securities (as defined below) are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, (i) the Company shall have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety (90) days after the Filing Date, (ii) in case a Shelf Registration Statement has been filed but has not become effective, the Company may cause such registration statement to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing request of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time its cost, prepare and, as the Detrimental Condition that caused such withdrawal or postponement no longer exists promptly as practicable (but in no event later than ninety sixty (9060) days after following such request) file with the date of the postponement or withdrawal), Commission and thereafter use its reasonable best efforts to effect cause to be declared effective as soon as practicable, a registration statement on Form S-3 (the registration “Shelf Registration Statement”) relating to the offer and sale of the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. If the Company determines that it is not eligible to use Form S-3 for the purpose of this Agreement and this Section 2, the Company may use any other appropriate form under the Securities Act relating to any or all of the Registrable Securities in accordance with the methods and distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act and permitting the offering of the Registrable Securities on a continuous basis and the Holders of Registrable Securities to effectuate a public sale of such securities. (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the “Prospectus”) to be lawfully delivered by the Holders of the relevant Registrable Securities, for a period that will terminate when all of the Registrable Securities covered by the withdrawn Shelf Registration Statement (i) have been sold pursuant thereto or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration ii) become eligible for the purposes of this Agreement). (e) The registration statement filed sale pursuant to Rule 144 without restriction pursuant to such rule on the volume of securities that may be sold in any single transaction, assuming for this Section 1.2 may include other securities purpose that the Holders thereof are not affiliates of the Company (i) which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registrationcase, such period being called the “Shelf Registration Period”). The Company shall be deemed to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell such Securities during that period if such action is (i) required by applicable law or (ii) which are held taken by officers the Company in good faith and directors contemplated by Section 4 below, and the Company thereafter complies with the requirements of Section 4. (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the Company, or (iii) which are being offered for the account effective date of the Company (collectivelyShelf Registration Statement, the securities referred to in clauses amendment or supplement, (i), ) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) and (iii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in this paragraph are hereinafter referred order to as make the "Other Securities")statements therein, in light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) The Company shall, subject to the limitations specified in this Agreement, use its best efforts (i) At such time as the Company is able to file a shelf registration statement on use Form S-3 under the Securities Act (or any other form available to successor form) for sales of Registrable Common Shares by a Holder, at the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration under the Act request of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 Holders of the Act lesser of (the "Shelf Registration Statement"); and (iix) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)). (b) If any offering pursuant to Section 1.2(a) hereof involves an underwritten offering, an underwriter will be selected by the Holders of two-thirds 5% of the Registrable Securities then outstanding and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall Common Shares (together with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected without reduction for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holders in writing Common Shares that marketing factors require a limitation of the number of shares cease to be underwritten, then the number Registrable Common Shares) and (y) Registrable Common Shares having an aggregate market value of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all Other Securities (as defined below) are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, (i) the Company shall have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety (90) days after the Filing Date, (ii) in case a Shelf Registration Statement has been filed but has not become effective, the Company may cause such registration statement to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statementat least $25 million, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) days after the date of the postponement or withdrawal), use its best commercially reasonable efforts to effect effect, as expeditiously as possible, the registration under the Securities Act of the any number of Registrable Securities covered by the withdrawn or postponed registration statement Common Shares for which it receives requests in accordance with this Section 1.2 3(a) (unless the Holder “Shelf Registration”). The Company shall have withdrawn use its commercially reasonable best efforts to cause such request, in Registration Statement to become effective as promptly as practicable and maintain the effectiveness of such Registration Statement (subject to the terms and conditions herein) for a period ending on the earlier of (i) two years following the date on which case such Registration Statement first becomes effective (but one year if the Company shall is not be considered able to use Form S-3 under the Securities Act (or any successor form)), and (ii) the date on which all Registrable Common Shares covered by such Registration Statement have effected an effective registration for been sold and the purposes of this Agreement)distribution contemplated thereby has been completed or have become freely tradeable pursuant to Rule 144 without regard to volume. (eb) The registration statement filed Shelf Registration Statement pursuant to this Section 1.2 3 shall to the extent possible under applicable law, be effected to permit sales on a continuous basis pursuant to Rule 415 under the Securities Act. Any takedown under the Shelf Registration pursuant to this Section 3 may include other securities or may not be underwritten; provided that (i) Holders may request any underwritten takedown only to be effected as a Demand Registration (in which event, unless such Demand Registration would not require representatives of the Company (i) which are held by persons who, by virtue of agreements to meet with the Company, are entitled to include their securities in any such registration, (ii) which are held by officers and directors prospective purchasers of the Company’s securities, or (iiia Demand Registration must be available thereunder and the number of Demand Registrations available shall be reduced by one subject Section 2(b)) which are being offered for the account of the Company (collectively, the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities").or

Shelf Registration. (a) The Company shall, subject On or prior to the limitations specified in this Agreement, use its best efforts (i) to file a shelf registration statement on Form S-3 or any other form available to the Company within ninety (90) days from the date hereof ___________ (the "Filing Date") ), the Company shall prepare and file with the Commission a "Shelf" Registration Statement covering the registration under the Act of all Registrable Securities then outstanding for an offering to be offered or sold made on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf 415. The Registration Statement shall be on Form S-3 (if the Company is not then eligible to register for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)). (b) If any offering pursuant to Section 1.2(a) hereof involves an underwritten offering, an underwriter will be selected by the Holders of two-thirds of resale the Registrable Securities then outstanding on Form S-3 such registration shall be on another appropriate form in accordance herewith). The Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, and shall use its best efforts to keep such Registration Statement Continuously Effective under the Securities Act until the date when all Registrable Securities covered by such Registration Statement have been sold or may be reasonably sold without restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company. In such event's transfer agent (the "Effectiveness Period"), the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all Other Securities (as defined below) are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, (i) the Company shall have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety (90) days after the Filing Date, (ii) in case a Shelf Registration Statement has been filed but has not become effective, the Company may cause such registration statement to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered deemed to have effected an used its best efforts to keep the Registration Statement effective registration for during the purposes of this Agreement until Effectiveness Period if it voluntarily takes any action that would result in the Company shall have filed a new registration statement covering Holder not being able to sell the Registrable Securities covered by such Registration Statement during the withdrawn registration statement and Effectiveness Period, unless such registration statement shall have been declared effective and shall not have been withdrawn. If action is pursuant to a Blackout Period (as defined in Section 3) permitted hereunder, required under applicable law or the Company shall give any notice has filed a post-effective amendment to the Registration Statement and the Commission has not declared it effective. . Other provisions of withdrawal or postponement of a registration statementthis Agreement not withstanding, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) days after the date of the postponement or withdrawal), use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement). (e) The registration statement filed pursuant to this Section 1.2 Registration Statement may include other securities shares of the Company (i) which are Common Stock held by persons who, by virtue other holders or to be issued to other holders upon the exercise of agreements with the Company, are entitled to include their securities in any such registration, (ii) which are held by officers and directors of the Company, or (iii) which are being offered for the account of the Company (collectively, the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities")warrants.

Shelf Registration. Provided that the Company is eligible to file a “shelf” registration statement with the Commission on Form S-3, at any time during the four week period commencing on the first day of the two week period immediately preceding the first anniversary of the Closing Date and ending on the last day of the second week following the Closing Date (a) The the “Window Period”), the Company shall, subject shall file within the Window Period a “shelf” registration statement with respect to the limitations specified in this Agreement, issuance and the resale of the Registrable Securities on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) and shall use its best efforts (i) to file a shelf registration statement on Form S-3 or any other form available to the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of cause the Shelf Registration Statement to be declared effective on or as soon as practicable thereafter, and to keep such Shelf Registration Statement continuously effective for a period ending when all shares of two (2) years from Common Stock covered by the date of this Agreement (or such shorter period in accordance with Section 1.4(a)). (b) If Shelf Registration Statement are no longer Registrable Securities. In the event that the Company is not eligible to file the Shelf Registration Statement on Form S-3, at any offering pursuant to Section 1.2(a) hereof involves an underwritten offeringtime withing the Window Period, an underwriter will be selected by the Holders of two-thirds of the Registrable Securities then outstanding and shall be reasonably acceptable may, without limitation as to the Company. In such eventCommission registration form, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected make a written request for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all Other Securities Demand Registration (as defined below) are first entirely excluded from the underwriting. pursuant to Section 2.2 herein or participate in a Piggy Back Registration (cas defined below) Notwithstanding the foregoingpursuant to Section 2.3 herein; provided, further, that if the Company shall furnish to the Holders and so long as a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company Shelf Registration Statement is on file and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, (i) then the Company shall have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety (90) days after the Filing Date, (ii) in case a Shelf Registration Statement has been filed but has not become effective, the Company may cause such registration statement to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) days after the date of the postponement or withdrawal), use its best efforts obligation to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn a Demand Registration or postponed registration statement allow participation in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement)a Piggy Back Registration. (e) The registration statement filed pursuant to this Section 1.2 may include other securities of the Company (i) which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, (ii) which are held by officers and directors of the Company, or (iii) which are being offered for the account of the Company (collectively, the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities").

Shelf Registration. (a) On or prior to each Filing Date, the Company shall prepare and file with the Commission a "Shelf" Registration Statement covering the resale of all Registrable Securities applicable to such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 and shall contain (except if otherwise directed by the Holders) substantially the "Plan of Distribution" attached hereto as Annex A. The Company shall, subject to the limitations specified in this Agreement, shall use its best efforts (ito cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is two years after the date that such Registration Statement is declared effective by the Commission or such earlier date when all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) to file a shelf registration statement on Form S-3 or any other form available as determined by the counsel to the Company within ninety (90) days from pursuant to a written opinion letter to such effect, addressed and acceptable to the date hereof Company's transfer agent and the affected Holders (the "Filing DateEffectiveness Period") covering the registration under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)). (b) If any offering pursuant The Registration Statements to Section 1.2(a) hereof involves an underwritten offering, an underwriter will be selected by the Holders of two-thirds filed hereunder shall include 100% of the Registrable Securities then outstanding and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all Other Securities (as defined below) are first entirely excluded from the underwritingSecurities. (c) Notwithstanding the foregoing, If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company shall furnish to the Holders files a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, (i) the Company shall have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety (90) days after without affording the Filing Date, (ii) in case a Shelf Registration Statement has been filed but has not become effective, Holder the Company may cause such registration statement opportunity to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed review and has become effective, comment on the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed same as required by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court3(a), the Company shall not be considered deemed to have effected an effective registration for the purposes of this Agreement until satisfied clause (i)), or (ii) the Company shall have filed fails to file with the Commission a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but request for acceleration in no event later than ninety (90) days after the date of the postponement or withdrawal), use its best efforts to effect the registration accordance with Rule 461 promulgated under the Securities Act Act, within five Trading Days of the Registrable Securities covered date that the Company is notified (orally or in writing, whichever is earlier) by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company shall Commission that a Registration Statement will not be considered "reviewed," or not subject to have effected an effective registration for the purposes of this Agreement). (e) The registration statement filed pursuant to this Section 1.2 may include other securities of the Company (i) which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, (ii) which are held by officers and directors of the Companyfurther review, or (iii) which are being offered for the account of prior to its Effective Date, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, or (collectivelyiv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission by its Effectiveness Date, or (v) after the securities Effective Date, a Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities for 5 consecutive Trading Days or in any individual case an aggregate of 10 Trading Days during any 12 month period (which need not be consecutive Trading Days) (any such failure or breach being referred to in clauses as an "Event", and for purposes of clause (i)) or (iv) the date on which such Event occurs, or for purposes of clause (ii) and the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) in this paragraph are hereinafter the date which such 20 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 5 or 10 Trading Day period, as applicable, is exceeded being referred to as the "Other SecuritiesEvent Date"), then, on each such Event Date and every monthly anniversary thereof until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 2.0% of (i) the purchase price paid by such Holder pursuant to the Purchase Agreement, and (ii) if the Warrants are "in the money", the value of any outstanding Warrants (valued at the difference between the average VWAP during the applicable month and the Exercise Price multiplied by the number of shares of Common Stock the Warrants are exercisable into) for the first month following such Event Date and 2.0% per month thereafter; provided, however, that in the event that the Company is negotiating a merger, consolidation, acquisition or sale of all or substantially all of its assets or a similar transaction and in the written opinion of counsel to the Company, the underlying Shares Registration Statement would be required to be amended to include information concerning such transactions or the parties thereto that is not available or may not be publicly disclosed at the time, the Company shall be permitted an additional 10 non-consecutive Trading Days under clause (vi) above during any 12 month period relating to such an event; provided, further, the Company must give the Holders notice in writing promptly upon knowledge that such an Event will occur (without indicating the nature of such Event) and such notice must be acknowledged in writing by each Holder. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full and at the option of the Holder, such liquidated damages be paid in shares of Common Stock under the Warrant. The liquidated damages pursuant to the terms hereof shall apply on a pro-rata basis for any portion of a month prior to the cure of an Event.

Shelf Registration. (a) On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Initial Registration Statement shall be on Form F-1. Each subsequent Registration Statement filed hereunder shall be on Form F-3 (except if the Company shallis not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the limitations specified in this Agreement, use its best efforts provisions of Section 2(e)) and shall contain (i) to file a shelf registration statement on Form S-3 or any other form available to the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)). (b) If any offering pursuant to Section 1.2(a) hereof involves an underwritten offering, an underwriter will be selected unless otherwise directed by the Holders Purchaser) substantially the “Plan of two-thirds of Distribution” attached hereto as Annex A and substantially the Registrable Securities then outstanding and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company “Selling Shareholder” section attached hereto as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each HolderAnnex B; provided, however, that the Holder shall not be required to be named as an “underwriter” without the Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform the Holder thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of shares of Registrable Securities permitted to be included registered by the Commission, on Form F-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form F-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in such underwriting shall not be reduced unless all Other Securities (as defined below) are first entirely excluded from accordance with the underwritingSEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the foregoingpayment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by the Holder, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. First, the Company shall furnish reduce or eliminate any securities to the Holders a certificate signed by the Chief Executive officer or President of be included other than Registrable Securities; b. Second, the Company stating thatshall reduce Registrable Securities represented by Warrant Shares; and c. Third, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken shall reduce Registrable Securities represented by the Company, Shares. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holder the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety satisfied this clause (90) days after the Filing Datei)), or (ii) in case the Company fails to file with the Commission a Shelf request for acceleration of a Registration Statement has been filed but has not become effectivein accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company may cause is notified (orally or in writing, whichever is earlier) by the Commission that such registration statement Registration Statement will not be “reviewed” or will not be subject to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) daysfurther review, or (iii) in case prior to the effective date of a Shelf Registration Statement has been filed and has become effectiveStatement, the Company may cause fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such registration statement Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be withdrawn and its effectiveness terminated declared effective, or may postpone amending (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or supplementing (v) after the effective date of a Registration Statement, such registration statement until Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Detrimental Condition no longer existsRegistration Statement, but in no event or the Holder is otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ninety ten (9010) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days. The Company may not declare a Detrimental Condition) during any 12-month period (any such failure or breach being referred to as an “Event”, or take any and for purposes of the actions specified in clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) or the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the preceding sentence date on which such ten (and can take only one such action specified in clauses(i10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer existsthen, in addition to any other rights the Holder may have hereunder or under applicable law, on each case, promptly after such Event Date and on each monthly anniversary of each such Event Date (if the occurrence thereof. The following events or circumstances may result in applicable Event shall not have been cured by such date) until the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list applicable Event is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statementcured, the Company shall notpay to the Holder an amount in cash, during as partial liquidated damages and not as a penalty, equal to the period product of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of 2.0% multiplied by the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each aggregate Subscription Amount paid by the Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Purchase Agreement. The parties agree that the maximum aggregate liquidated damages payable to the Holder will discontinue its disposition under this Agreement shall be 12.0% of Registrable Securities the aggregate Subscription Amount paid by the Holder pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such noticePurchase Agreement. If the Company shall have withdrawn or prematurely terminated a registration statement filed under fails to pay any partial liquidated damages pursuant to this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) full within seven days after the date of the postponement or withdrawal)payable, use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall not be considered apply on a daily pro rata basis for any portion of a month prior to have effected the cure of an effective registration for the purposes of this Agreement)Event. (e) The If Form F-3 is not available for the registration statement filed pursuant to this Section 1.2 may include other securities of the resale of Registrable Securities hereunder, the Company shall (i) which are held by persons who, by virtue register the resale of agreements with the Company, are entitled to include their securities in any such registration, Registrable Securities on another appropriate form and (ii) which are held by officers and directors undertake to register the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the CompanyRegistration Statement then in effect until such time as a Registration Statement on Form F-3 covering the Registrable Securities has been declared effective by the Commission. (f) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name the Holder or (iii) which are being offered for the account affiliate of the Company (collectively, Holder as an Underwriter without the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as prior written consent of the "Other Securities")Holder.

Shelf Registration. (a) The Company shall, subject to the limitations specified in this Agreement, shall use its best commercially reasonable efforts (i) to file a shelf registration statement on Form S-3 or any other form available to file, within 60 calendar days following the receipt by the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)). (b) If any offering pursuant to Section 1.2(a) hereof involves an underwritten offering, an underwriter will be selected written request therefore by the Holders of two-thirds representing more than 50% of the Registrable Securities then outstanding and shall be reasonably acceptable (the "Demand Date"), with the Commission a Shelf Registration Statement relating to the Company. In such event, offer and sale of the right of any Holder to include its Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such registration Shelf Registration Statement and, thereafter, shall be conditioned upon use commercially reasonable efforts to cause such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares Shelf Registration Statement to be underwritten, then declared effective under the number of shares of Registrable Securities that may be included in Act within 120 calendar days following the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each HolderDemand Date; provided, however, that the number of shares of no Holder shall be entitled to sell or otherwise transfer any Registrable Securities held by it unless such Holder is in compliance with Section 3(g) hereof. The Holders as a group shall be entitled to make only one demand on the Company pursuant to this Agreement, and under no circumstances shall the Company be included in such underwriting shall not be reduced unless all Other Securities (as defined below) are first entirely excluded from the underwritingrequired to file more than one Shelf Registration Statement pursuant to this Agreement. (cb) Notwithstanding the foregoing, if the The Company shall furnish use its commercially reasonable efforts to the Holders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, (i) the Company shall have the right to defer taking action with respect to the filing of keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of not more than ninety (90the "Effectiveness Period") days after from the Filing Date, (ii) in case a date the Shelf Registration Statement has been filed but has is declared effective that will terminate upon the earliest of the following: (A) when all outstanding Registrable Securities held by persons which are not become effective, affiliates of the Trust or the Company may cause such registration statement to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) days after the date of the postponement or withdrawal), use its best efforts to effect the resold without registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement). (e) The registration statement filed pursuant to this Section 1.2 may include other securities of the Company (i) which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, (ii) which are held by officers and directors of the Company, or (iii) which are being offered for the account of the Company (collectively, the securities referred to in clauses (iRule 144(k), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities").

Shelf Registration. (a) On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by the Required Purchasers) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) no longer constitute Registrable Securities pursuant to clause (c) of the definition thereof (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, subject 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 limitations specified in this Agreement, use its best efforts Holder within one (i1) Trading Day of such notification of effectiveness or failure to file a shelf registration statement on Form S-3 or any other form available to the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration final Prospectus as foresaid shall be deemed an Event under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)2(d). (b) If at any time the staff of the Commission (the “Staff”) takes the position that the offering pursuant to Section 1.2(a) hereof involves an underwritten offering, an underwriter will be selected by the Holders of two-thirds some or all of the Registrable Securities then outstanding and shall in the Registration Statement is not eligible to be reasonably acceptable to made on a delayed or continuous basis under the Company. In such event, provisions of Rule 415 under the right of Securities Act or requires any Holder to include be named as an “underwriter”, the Company shall use its Registrable Securities best efforts to persuade the Staff that the offering contemplated by a Registration Statement is a bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Holders is an “underwriter”. The Holders shall have the right to participate or have their counsel participate in any meetings or discussions with the Staff regarding the Staff’s position and to comment or have their counsel comment on any written submission made to the Staff with respect thereto. No such registration written submission shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting made to the extent provided hereinStaff to which counsel to a Holder reasonably objects. All Holders proposing to distribute Registrable Securities through such underwriting shall (together In the event that, despite the Company’s best efforts and compliance with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision terms of this Section 1.22(b), if the underwriter advises Staff refuses to alter its position, the Company shall (i) notify the Holders in writing that marketing factors require a limitation of thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of shares to be underwritten, then the number of shares of Registrable Securities that may permitted to be included in registered by the underwriting shall be allocated among all Holders thereof in proportion (Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as nearly as practicable) a secondary offering, subject to the amount provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the Staff may require to assure the Company’s compliance with the requirements of the Company owned by each HolderRule 415; provided, however, that the number of shares of Registrable Securities Company shall not agree to be included name any Holder as an “underwriter” in such underwriting shall not be reduced unless all Other Securities (as defined below) are first entirely excluded from Registration Statement without the underwritingprior written consent of such Holder. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Staff or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce Registrable Securities represented by Conversion Shares underlying the Series C-2 Preferred Stock (applied, in the case that some Conversion Shares underlying the Series C-2 Preferred Stock may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders); and c. Third, the Company shall reduce Registrable Securities represented by Conversion Shares underlying the Series C-1 Preferred Stock (applied, in the case that some Conversion Shares underlying the Series C-1 Preferred Stock may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders) In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, if the Company shall furnish will use its best efforts to file with the Holders a certificate signed Commission, as promptly as allowed by the Chief Executive officer Commission or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") SEC Guidance provided to the Company and its stockholders for a registration statement to be filed or to become registrants of securities in general, one or remain effectivemore registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company shall have files the right Initial Registration Statement without affording the Holders the opportunity to defer taking action review (and, with respect to disclosure on such Holder, to comment) on the filing of same as required by Section 3(a) herein, the Shelf Registration Statement for a period of Company shall be deemed to have not more than ninety satisfied this clause (90) days after the Filing Datei)), or (ii) in case the Company fails to file with the Commission a Shelf request for acceleration of a Registration Statement has been filed but has not become effectivein accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company may cause is notified (orally or in writing, whichever is earlier) by the Commission that such registration statement Registration Statement will not be “reviewed” or will not be subject to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) daysfurther review, or (iii) in case a Shelf Registration Statement has been filed and has become effectiveregistering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (iv) after the Company may cause effective date of a Registration Statement, such registration statement Registration Statement ceases for any reason to be withdrawn and its effectiveness terminated remain continuously effective as to all Registrable Securities included in such Registration Statement, or may postpone amending or supplementing the Holders are otherwise not permitted to utilize the Prospectus therein to resell such registration statement until such Detrimental Condition no longer existsRegistrable Securities, but in no event for more than ninety thirty (9030) consecutive calendar days or more than an aggregate of forty five (45) calendar days (which need not be consecutive calendar days. The Company may not declare a Detrimental Condition) during any 12-month period (any such failure or breach being referred to as an “Event”, or take any and for purposes of the actions specified in clauses (i) and (iii), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iv) the date on which such thirty (30) or forty five (iii45) of the preceding sentence (and can take only one such action specified in clauses(icalendar day period, as applicable, is exceeded being referred to as “Event Date”), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer existsthen, in addition to any other rights the Holders may have hereunder or under applicable law, on each case, promptly after such Event Date and on each monthly anniversary of each such Event Date (if the occurrence thereof. The following events or circumstances may result in applicable Event shall not have been cured by such date) until the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list applicable Event is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statementcured, the Company shall notpay to each Holder an amount in cash, during as partial liquidated damages and not as a penalty, equal to the period product of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of 1.0% multiplied by the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each aggregate Subscription Amount paid by such Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such noticePurchase Agreement. If the Company shall have withdrawn or prematurely terminated a registration statement filed under fails to pay any partial liquidated damages pursuant to this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) full within seven days after the date of the postponement or withdrawal)payable, use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall not be considered apply on a daily pro rata basis for any portion of a month prior to have effected the cure of an effective registration for the purposes of this Agreement)Event. (e) The If Form S-3 is not available for the registration statement filed pursuant to this Section 1.2 may include other securities of the resale of Registrable Securities hereunder, the Company shall (i) which are held by persons who, by virtue register the resale of agreements with the Company, are entitled to include their securities in any such registration, Registrable Securities on another appropriate form and (ii) which are held by officers and directors undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the CompanyRegistration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. (f) Notwithstanding anything to the contrary contained herein, or (iii) which are being offered for the account of in no event shall the Company (collectively, be permitted to name any Holder or affiliate of a Holder as any Underwriter without the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities")prior written consent of such Holder.

Shelf Registration. (a) The Company shallOn or prior to each Filing Date, subject to the limitations specified in this Agreement, use its best efforts (i) to file a shelf registration statement on Form S-3 or any other form available to the Company within ninety (90) days from shall prepare and file with the date hereof (the "Filing Date") Commission a Registration Statement covering the registration under the Act resale of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)). (b) If any offering pursuant to Section 1.2(a) hereof involves an underwritten offering, an underwriter will be selected by the Holders of two-thirds of the Registrable Securities that are not then outstanding and shall registered on an effective Registration Statement for an offering to be reasonably acceptable made on a continuous basis pursuant to Rule 415; provided, however, subject to Section 2(f), in lieu thereof the Company. In such event, the right of any Holder in its sole discretion, may elect to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to Merger Registration Statement. Each Registration Statement (other than the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting Merger Registration Statement) filed hereunder shall contain (together with the Company as provided unless otherwise directed by at least 51% in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holders in writing that marketing factors require a limitation interest of the number Holders) substantially the “Plan of shares to be underwritten, then Distribution” attached hereto as Annex A and substantially the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (“Selling Stockholder” section attached hereto as nearly as practicable) to the amount of Registrable Securities of the Company owned by each HolderAnnex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the number terms of shares of this Agreement and in the event that the Registrable Securities to be are not included in such underwriting shall not be reduced unless all Other Securities (as defined below) are first entirely excluded from the underwriting. (c) Notwithstanding the foregoingMerger Registration Statement, if the Company shall furnish use its commercially reasonable efforts to cause a Registration Statement covering the resale of all of the Registrable Securities that are not then registered pursuant to the Holders a certificate signed by the Chief Executive officer or President of the Company stating thatProxy Statement/Prospectus filed under this Agreement (including, in the good faith judgment of the Board of Directors of the Companywithout limitation, it would be seriously detrimental (a "Detrimental Condition"under Section 3(c)) to be declared effective under the Company and its stockholders for a registration statement to be filed or to become or remain effective, as Securities Act on the case may be, and provided date that the Detrimental Condition has not resulted from actions taken Transaction is consummated and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by the Company, such Registration Statement (i) the Company shall have the right been sold thereunder or pursuant to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety (90) days after the Filing DateRule 144, (ii) in case a Shelf Registration Statement has been filed but has not become effectivemay be sold 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 Company may cause such registration statement counsel to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, the Company; or (iii) in case a Shelf Registration Statement has been filed and has become effective, two years from the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety Closing Date (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i“Effectiveness Period”), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing request effectiveness of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase Registration Statement as of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) days after the date of the postponement or withdrawal), use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement). (e) The registration statement filed pursuant to this Section 1.2 may include other securities of the Company (i) which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, (ii) which are held by officers and directors of the Company, or (iii) which are being offered for the account of the Company (collectively, the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities").5:00 p.m. Eastern

Shelf Registration. (a) The Company shall, subject On or prior to the limitations specified applicable Filing Date, the Company shall prepare and file with the Commission an Initial Registration Statement covering the resale of all Initial Registrable Securities (determined without regard to clause (II) thereof) on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Any Holder that becomes an Affiliate of the Company may at any time and from time to time request in this Agreementwriting (the date of such request, use its best efforts (ithe “Demand Date”) to that the Company prepare and file a shelf registration statement on Form S-3 or any other form available prior to the Company within ninety applicable Filing Date with the Commission a Demand Registration Statement covering the resale of all Demand Registrable Securities (90determined without regard to clause (II) days from thereof) on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. On or prior to the date hereof (the "applicable Filing Date", the Company shall prepare and file with the Commission one or more Additional Registration Statement(s) covering the registration under the Act resale of all Registrable Securities then outstanding not included in all Registration Statements previously declared effective as a result of a limitation on the maximum number of shares of Common Stock of the Company permitted to be offered or sold on a delayed or continuous basis as provided registered by this Agreement, the staff of the Commission pursuant to Rule 415 of 415, on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Act (Company is not then eligible to register for resale the "Shelf Registration Statement"); Registrable Securities on Form S-3, in which case such registration shall be on Form S-1 or on another appropriate form in accordance herewith and (ii) the Company shall undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall use reasonable best efforts to maintain the effectiveness of the Shelf Registration Statement for then in effect until such time as a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)). (b) If any offering pursuant to Section 1.2(a) hereof involves an underwritten offering, an underwriter will be selected by the Holders of two-thirds of Registration Statement on Form S-3 covering the Registrable Securities then outstanding and has been declared effective by the Commission). Each Registration Statement shall be reasonably acceptable to contain (unless otherwise directed by the Company. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Required Holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all Other Securities (as defined belowin the Purchase Agreement)) are first entirely excluded from substantially the underwriting. (c) Notwithstanding “Plan of Distribution” attached hereto as Annex A, with which each Holder agrees to comply when selling Registrable Securities pursuant to a Registration Statement. Subject to the foregoingterms of this Agreement, if the Company shall furnish use its reasonable best efforts to cause a Registration Statement filed hereunder to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Holders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may beapplicable Effectiveness Date, and provided that shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Detrimental Condition has not resulted from actions taken Securities Act until all Registrable Securities covered by the Company, such Registration Statement (i) the Company shall have the right been sold thereunder or pursuant to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety (90) days after the Filing DateRule 144, or (ii) in case a Shelf Registration Statement has been filed but has not become effective, (A) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and (B) may be sold without the requirement for the Company may cause such registration statement to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety compliance with the current public information requirement under Rule 144(c)(1) (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i“Effectiveness Period”), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice telephonically request effectiveness of its determination to postpone a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall promptly notify the Holders via facsimile or withdraw a registration statement and by e-mail of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing effectiveness of a registration statement being seriously detrimental to Registration Statement on the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company same Trading Day that the Company has determined to withdraw any registration statement pursuant to confirms effectiveness with the immediately preceding paragraphCommission, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by which shall be the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt date requested for effectiveness of such noticeRegistration Statement. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the The Company shall, at such by 9:30 a.m. New York City time as on the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) days Trading Day after the effective date of the postponement or withdrawal)such Registration Statement, use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement). (e) The registration statement filed pursuant to this Section 1.2 may include other securities of the Company (i) which are held by persons who, by virtue of agreements file a final Prospectus with the Company, are entitled to include their securities in any such registration, (ii) which are held Commission as required by officers and directors of the Company, or (iii) which are being offered for the account of the Company (collectively, the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities")Rule 424.

Shelf Registration. (a) Subject to any objection as contemplated by Section 3(a) hereof, on or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of Registrable Securities in an amount equal to all of the Underlying Shares, or if less than all, such maximum number of the Underlying Shares as may be registered by the Company on a Registration Statement on Form S-3 (“Form S-3”) pursuant to the instructions for Form S-3 and as provided by SEC Guidance on the Filing Date, which Registrable Securities are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain a plan of distribution in a form reasonably acceptable to the Holders. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause 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 commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume or manner-of-sale restrictions pursuant to Rule 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 letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, subject by 9:30 a.m. New York City time on the second 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 limitations specified in this Agreement, use its best efforts Holder within one (i1) Trading Day of such notification of effectiveness or failure to file a shelf registration statement on Form S-3 or any other form available to the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis final Prospectus as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)). (b) If any offering pursuant to Section 1.2(a) hereof involves an underwritten offering, an underwriter will be selected by the Holders of two-thirds of the Registrable Securities then outstanding and foresaid shall be reasonably acceptable to the Company. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company as provided in deemed an Event under Section 1.4(e2(b)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2Agreement, if the underwriter advises the Holders in writing that marketing factors require any SEC Guidance sets forth a limitation of the number of shares Registrable Securities to be underwrittenregistered on a particular Registration Statement filed pursuant to this Section 2, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in registered on such underwriting shall not Registration Statement will be reduced unless all Other on a pro rata basis based on the total number of Registrable Securities (as defined below) are first entirely excluded from then held by the underwritingHolders. (cb) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (provided, that if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)); (ii) the right Company fails to defer taking action file with respect the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the filing Securities Act, within five (5) Trading Days of the Shelf date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement for will not be “reviewed” or will not be subject to further review; (iii) prior to the effective date of a period Registration Statement, the Company fails to use commercially reasonable efforts to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of not more than ninety such Registration Statement within fifteen (9015) business days after the Filing Date, (ii) receipt of comments by or notice from the Commission that such amendment is required in case a Shelf order for such Registration Statement has been filed but has not become to be declared effective; (iv) a Registration Statement registering for resale all of the Registrable Securities (or if less than all, such maximum number of Registrable Securities as may be registered by the Company may cause pursuant to applicable law or as provided by SEC Guidance) is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement; (v) after the effective date of a Registration Statement, such registration statement Registration Statement ceases for any reason to be withdrawn remain continuously effective as to all Registrable Securities included in such Registration Statement, or may postpone amending or supplementing the Holders are otherwise not permitted to utilize the Prospectus therein to resell such registration statement until Registrable Securities, and such Detrimental Condition no longer existsRegistrable Securities are ineligible for resale pursuant to Rule 144, but in no event for more than ninety sixty (9060) calendar days (which need not be consecutive calendar days, ) during any twelve (12) month period; or (iiivi) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause fails to satisfy the current public information requirement under Rule 144 as to the applicable Registrable Securities (any such registration statement failure or breach being referred to be withdrawn as an “Event”, and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any purposes of the actions specified in clauses (i), (iv) and (vi), the date on which such Event occurs, and for purpose of clause (ii) or the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such fifteen (15) business day period is exceeded, and for purpose of clause (v) the date on which such sixty (60) calendar day period is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the earlier of (1) the cure of the preceding sentence applicable Event and (and can take only one such action specified in clauses(i), (ii2) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant Registrable Securities cease to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statementRegistrable Securities, the Company shall notpay to the Investors an aggregate amount in cash, during pro rata based on the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder number of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed held by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice, as partial liquidated damages and not as a penalty, equal to three thousand seven hundred fifty dollars ($3,750). If the Company shall have withdrawn or prematurely terminated a registration statement filed under fails to pay any partial liquidated damages pursuant to this Section 1.2 in full within three (whether 3) calendar days after the date payable, the Company will pay interest thereon at a rate of fifteen percent (15%) per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the immediately preceding paragraphterms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. However, or as a result for purposes of any stop orderclause (iii), injunction or other order or requirement of the SEC or any other governmental agency or court(iv), and (v), the Company shall not be considered liable for liquidated damages under the Agreement if the reason for noncompliance is attributable to have effected an effective registration for any Holder, as evidenced by the purposes of this Agreement until Commission’s comments or other administrative or judicial action, and the Company shall have filed a new registration statement covering has so notified the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) days after the date of the postponement or withdrawal), use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement)Holders. (e) The registration statement filed pursuant to this Section 1.2 may include other securities of the Company (i) which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, (ii) which are held by officers and directors of the Company, or (iii) which are being offered for the account of the Company (collectively, the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities").

Shelf Registration. (a) On or prior to each Filing Date, the Company shall prepare and file with the SEC a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, provided that the Initial Registration Statement shall register for resale at least the number of shares of ADS equal to the Required Registration Amount as of the date such Registration Statement is initially filed with the SEC. Each Registration Statement filed hereunder shall be on Form F-1, or Form F-3 if the Company is eligible to use Form F-3, and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Shareholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent, the Depositary, and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the SEC, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, subject to by 9:30 a.m. (New York City time) on the limitations specified in this AgreementTrading Day after the effective date of such Registration Statement, use its best efforts (i) to file a shelf registration statement on Form S-3 or any other form available final Prospectus with the SEC as required by Rule 424. Failure to so notify the Company Holder within ninety (90) days from the date hereof (the "Filing Date") covering the registration under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date Trading Days of this Agreement (such notification of effectiveness or such shorter period in accordance with failure to file a final Prospectus as required by Rule 424 shall be deemed an Event under Section 1.4(a)2(d). (b) If any offering pursuant to Notwithstanding the registration obligations set forth in Section 1.2(a) hereof involves an underwritten offering2(a), an underwriter will be selected by if the Holders of two-thirds SEC informs the Company that all of the Registrable Securities then outstanding cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the SEC, covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form F-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); provided, however, that prior to filing such amendment, the Company shall be reasonably acceptable obligated to use reasonable efforts to advocate with the Company. In such event, SEC for the right registration of any Holder to include its all of the Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together accordance with the Company as provided in Section 1.4(e)SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2Agreement, if the underwriter advises the Holders in writing that marketing factors require SEC or any SEC Guidance sets forth a limitation of on the number of shares Registrable Securities permitted to be underwrittenregistered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater portion of Registrable Securities), then unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in registered on such underwriting shall not Registration Statement will be reduced unless all Other as follows: (i) First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; and (ii) Second, the Company shall reduce Registrable Securities on a pro rata basis based on the total number of unregistered Registrable Securities held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as defined below) are first entirely excluded from to such ▇▇▇▇▇▇’s allotment. If the underwritingCompany amends the Initial Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form F-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (cd) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, If: (i) the Initial Registration Statement is not filed on or before the 10th calendar day after the Closing (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the right Company fails to defer taking action file with respect the SEC a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the SEC pursuant to the filing Securities Act, within five (5) Trading Days of the Shelf date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement for will not be “reviewed” or will not be subject to further review, (iii) prior to the effective date of a period Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the SEC in respect of not more than ninety such Registration Statement within ten (9010) calendar days after the Filing Datereceipt of comments by or notice from the SEC that such amendment is required in order for such Registration Statement to be declared effective, (iiiv) in case a Shelf Registration Statement has been filed but has registering for resale all of the Registrable Securities is not become effectivedeclared effective by the SEC by the Effectiveness Date of the Initial Registration Statement, or (v) after the Company may cause effective date of a Registration Statement, such registration statement Registration Statement ceases for any reason to be withdrawn remain continuously effective as to all Registrable Securities included in such Registration Statement, or may postpone amending or supplementing the Holders are otherwise not permitted to utilize the Prospectus therein to resell such registration statement until such Detrimental Condition no longer existsRegistrable Securities, but in no event for more than ninety 30 (90thirty) calendar days (which need not be consecutive calendar days) during any 6-month period, then any such failure or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to breach shall be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) daysan “Event”. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses If an Event under clause (i), (ii) ), or (iii) of occurs, then the preceding sentence Company shall pay to the Purchaser One Hundred Thousand US Dollars (and can take only one such action specified $100,000) in clauses(i), immediately available funds. If an Event under clause (iiiv) or (iiiv) per Detrimental Condition)occurs, more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If then the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant pay to the Purchaser Fifty Thousand US Dollars ($50,000) in immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) days after the date of the postponement or withdrawal), use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement)available funds. (e) The If Form F-3 is not available for the registration statement filed pursuant to this Section 1.2 may include other securities of the resale of Registrable Securities hereunder, the Company shall (i) which are held by persons who, by virtue register the resale of agreements with the Company, are entitled to include their securities in any such registration, Registrable Securities on another appropriate form and (ii) which are held by officers and directors undertake to register the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the CompanyRegistration Statement then in effect until such time as a Registration Statement on Form F-3 covering the Registrable Securities has been declared effective by the SEC. (f) Notwithstanding anything to the contrary contained herein, or (iii) which are being offered for the account of in no event shall the Company (collectively, be permitted to name any Holder or affiliate of a Holder as any Underwriter without the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities")prior written consent of such Holder.

Shelf Registration. (a) On or prior to each Filing Date, the Company shall prepare and file with the SEC a Registration Statement covering the resale of all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on the appropriate form under the Securities Act and shall contain (unless otherwise directed by at least a majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to cause a Registration Statement filed hereunder to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) (A) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and (B) (I) may be sold without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 or (II) the Company is in compliance with the current public information requirement under Rule 144 (the “Effectiveness Period”). The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement. The Company shall, subject to on the limitations specified in this AgreementTrading Day after the effective date of such Registration Statement, use its best efforts (i) to file a shelf registration statement on Form S-3 or any other form available to the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)). (b) If any offering pursuant to Section 1.2(a) hereof involves an underwritten offering, an underwriter will be selected by the Holders of two-thirds of the Registrable Securities then outstanding and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together final Prospectus with the Company SEC as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingrequired by Rule 424. Notwithstanding any other provision of this Section 1.2Agreement, if the underwriter advises the Holders in writing that marketing factors require any SEC Guidance sets forth a limitation of on the number of shares Registrable Securities permitted to be underwrittenregistered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater portion of Registrable Securities), then unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of shares of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders). (b) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date, or (ii) the Initial Registration Statement is not declared effective by the earlier of (A) five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further review or (B) ninety (90) days after the Closing Date, or (iii) a Registration Statement is not available for resales for more than twenty (20) consecutive days or more than forty-five (45) days in any twelve (12) month period (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) the date on which such Event occurs, and for purpose of clause (ii)(A) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (ii)(B) the date on which such ninety (90) day period is exceeded, and for purpose of clause (iii), the date on which such twenty (20) or forty-five (45) day period is exceeded, as applicable, being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any unregistered Registrable Securities of the Company owned then held by each such Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting Company shall not be reduced unless all Other Securities (as defined belowrequired to pay partial liquidated damages to such Holder under this Section 2(b) are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President in an aggregate amount in excess of 3% of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken aggregate Purchase Price paid by the Company, (i) the Company shall have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety (90) days after the Filing Date, (ii) in case a Shelf Registration Statement has been filed but has not become effective, the Company may cause such registration statement to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities Purchase Agreement. The parties agree that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration liable for the purposes of liquidated damages under this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawnwith respect to any unexercised Warrants or Warrant Shares. If the Company shall give fails to pay any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists partial liquidated damages pursuant to this Section in full within seven (but in no event later than ninety (907) days after the date of the postponement or withdrawal)payable, use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company shall not will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be considered paid by applicable law) to have effected an effective registration for the purposes of this Agreement). (e) Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The registration statement filed partial liquidated damages pursuant to this Section 1.2 may include other securities the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the Company (i) which are held by persons who, by virtue cure of agreements with the Company, are entitled to include their securities in any such registration, (ii) which are held by officers and directors of the Company, or (iii) which are being offered for the account of the Company (collectively, the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities")an Event.

Shelf Registration. (a) On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities issued in connection with the Notes issued in each applicable Closing that are not then registered on an effective Registration Statement for a resale offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith (including Form S-1), subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” within the meaning of the Securities Act in a Registration Statement without such ▇▇▇▇▇▇’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, subject 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 limitations specified in this Agreement, use its best efforts Holder within one (i1) Trading Day of such notification of effectiveness or failure to file a shelf registration statement on Form S-3 or any other form available to the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration final Prospectus as foresaid shall be deemed an Event under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)2(d). (b) If any offering pursuant to Notwithstanding the registration obligations set forth in Section 1.2(a) hereof involves an underwritten offering2(a), an underwriter will be selected by if the Holders of two-thirds Commission informs the Company that all of the Registrable Securities then outstanding cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its reasonable best efforts to file amendments to the Initial Registration Statement or the Second Registration Statement, as applicable, as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered for resale by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be reasonably acceptable obligated to use reasonable best efforts to advocate with the Company. In such event, Commission for the right registration of any Holder to include its all of the Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together accordance with the Company as provided in Section 1.4(e)SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 (c) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 1.22(d), if the underwriter advises the Holders in writing that marketing factors require Commission or any SEC Guidance sets forth a limitation of on the number of shares Registrable Securities permitted to be underwrittenregistered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), then unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in registered on such underwriting shall not Registration Statement will be reduced unless all Other as follows: (i) First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; (ii) Second, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders); and (iii) Third, the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as defined below) are first entirely excluded from to such ▇▇▇▇▇▇’s allotment. In the underwritingevent the Company amends the Initial Registration Statement or the Second Registration Statement, as applicable in accordance with the foregoing, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement or the Second Registration Statement, as applicable, as amended. (cd) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, If: (i) the Company shall have the right to defer taking action with respect to the filing of the Shelf Initial Registration Statement for a period of or the Second Registration Statement is not more than ninety (90) days after the filed on or prior to its respective Filing Date, or (ii) in case the Company fails to file with the Commission a Shelf request for acceleration of a Registration Statement has been filed but has not become effectivein accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company may cause is notified (orally or in writing, whichever is earlier) by the Commission that such registration statement Registration Statement will not be “reviewed” or will not be subject to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) daysfurther review, or (iii) in case prior to the effective date of a Shelf Registration Statement has been filed and has become effectiveStatement, the Company may cause fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such registration statement Registration Statement within fifteen (15) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be withdrawn and its effectiveness terminated declared effective, or may postpone amending (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement or supplementing the Second Registration Statement, as applicable, or (v) after the effective date of a Registration Statement, such registration statement until Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Detrimental Condition no longer existsRegistration Statement, but in no event or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ninety ten (9010) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days. The Company may not declare a Detrimental Condition) during any 12-month period (any such failure or breach being referred to as an “Event”, or take any and for purposes of the actions specified in clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) or the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the preceding sentence date on which such ten (and can take only one such action specified in clauses(i10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer existsthen, in addition to any other rights the Holders may have hereunder or under applicable law, on each case, promptly after such Event Date and on each monthly anniversary of each such Event Date (if the occurrence thereof. The following events or circumstances may result in applicable Event shall not have been cured by such date) until the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list applicable Event is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statementcured, the Company shall notpay to each Holder an amount in cash, during as partial liquidated damages and not as a penalty, equal to the period product of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of 2.0% multiplied by the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each aggregate Subscription Amount paid by such Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such noticePurchase Agreement. If the Company shall have withdrawn or prematurely terminated a registration statement filed under fails to pay any partial liquidated damages pursuant to this Section 1.2 in full within seven (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (907) days after the date of the postponement or withdrawal)payable, use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company will pay interest thereon at a rate of 10% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall not be considered apply on a daily pro rata basis for any portion of a month prior to have effected the cure of an effective registration for the purposes of this Agreement)Event. (e) The If Form S-3 is not available for the registration statement filed pursuant to this Section 1.2 may include other securities of the resale of Registrable Securities hereunder, the Company shall (i) which are held by persons who, by virtue register the resale of agreements with the Company, are entitled to include their securities in any such registration, Registrable Securities on another appropriate form and (ii) which are held by officers and directors undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the CompanyRegistration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. (f) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or (iii) which are being offered for affiliate of a Holder as an underwriter within the account meaning of the Company (collectively, Securities Act in a Registration Statement without the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities")prior written consent of such Holder.

Shelf Registration. (a) The Company shall, subject to and the limitations specified in this Agreement, use its best efforts (i) Trust agree to file a shelf registration statement on Form S-3 or any other form available to with the Company within ninety (90) days from Commission as promptly as reasonably practicable after the date hereof (Closing Date, but in no event later than the "Filing Date") covering the registration under the Act of all Registrable Securities then outstanding , a Registration Statement for an offering to be offered or sold made on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 under the Act covering all of the Act Transfer Restricted Securities (the "Shelf Registration Statement"); . The Company and (ii) the Trust shall use their best efforts to maintain cause such Shelf Registration Statement to become effective on or prior to 150 days after the effectiveness of Closing Date. The Company and the Trust shall use their best efforts to keep the Shelf Registration Statement discussed in this Section 3(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 5(b) and (c) hereof to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 3(a), and to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of two at least one year (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)). (b) If any offering as extended pursuant to Section 1.2(a) hereof involves an underwritten offering, an underwriter will be selected by the Holders of two-thirds of the Registrable Securities then outstanding and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company as provided in Section 1.4(e5(c)) enter into an underwriting agreement in customary form with following the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each HolderClosing Date; provided, however, that the number of shares of Registrable Securities to be included in such underwriting Company shall not be reduced unless all Other Securities (as defined below) are first entirely excluded from required to maintain the underwriting. (c) Notwithstanding effectiveness of such Shelf Registration Statement upon the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President occurrence of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, earlier of: (i) when all the Company shall have the right to defer taking action with respect to the filing of Preferred Securities covered by the Shelf Registration Statement for a period of not more than ninety (90) days after have been sold pursuant to the Filing Date, Shelf Registration Statement; (ii) when all Debentures issued to Holders in case a exchange for the Preferred Securities have been sold pursuant to the Registration Statement; (iii) when all shares issued upon conversion of any such Preferred Securities or any such Debentures that have not been sold pursuant to the Shelf Registration Statement has have been filed but has not become effective, the Company may cause such registration statement to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement sold pursuant to the Shelf Registration Statement; and (iv) the date when Holders of the Transfer Restricted Securities who are not Affiliates of the Trust or the Company are able to sell all such securities immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities without restriction pursuant to such registration statement and, if so directed by Rule 144(k) under the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC Act or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) days after the date of the postponement or withdrawal), use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement)successor rate thereto. (e) The registration statement filed pursuant to this Section 1.2 may include other securities of the Company (i) which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, (ii) which are held by officers and directors of the Company, or (iii) which are being offered for the account of the Company (collectively, the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities").

Shelf Registration. The Company shall take the following actions: NYFS01...:\07\74807\0003\2145\AGR7278V.06F (a) The Company shall, subject at its cost, prepare and, within 90 days following the Closing Date under the Merger Agreement (but in no event prior to the limitations specified in this Agreementpublication of at least 30 days of post-merger combined operations of Snyder and the Company), file with the United States Securities and ▇▇▇▇▇nge Commission (the "Commission"), and shall use its best efforts (i) to file a shelf cause to be declared effective as soon as practicable, one registration statement on Form S-3 (or any other form available to the Company within ninety (90appropriate form) days from the date hereof (the "Filing Date") covering the registration under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); ) covering the offer and sale of the Transfer Restricted Securities (iias defined below) by the Holders thereof from time to maintain time in accordance with the effectiveness methods of distribution elected by such Holders and set forth in the Shelf Registration Statement for a period of two and Rule 415 under the Securities Act (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)). (b) If any offering pursuant to Section 1.2(a) hereof involves an underwritten offering, an underwriter will be selected by the Holders of two-thirds registration of the Registrable Securities then outstanding and shall be reasonably acceptable being hereinafter referred to the Company. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company as provided in Section 1.4(ea "Shelf Registration")) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that no Holder (other than a Purchaser) shall be entitled to have the number of shares of Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be included in bound by all the provisions of this Agreement applicable to such underwriting shall not be reduced unless all Other Securities Holder (as defined below) are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement such Holder's transferor agrees to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken bound by the Company, such obligations in lieu thereof). "Transfer Restricted Securities" means each Security until (i) the Company shall have date on which such Security has been effectively registered under the right to defer taking action Securities Act and disposed of in accordance with respect to the filing of the Shelf Registration Statement for a period of not more than ninety (90) days after the Filing Date, or (ii) in case a Shelf Registration Statement has been filed but has not become effective, the Company may cause date on which such registration statement to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental Security is distributed to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal public pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) days after the date of the postponement or withdrawal), use its best efforts to effect the registration Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. The number of Transfer Restricted Securities to be registered pursuant to the Registrable Shelf Registration hereunder shall be apportioned among the Holders in proportion to the number of Transfer Restricted Securities covered held by the withdrawn or postponed registration statement in accordance with this Section 1.2 (each such Holder, unless the Holder Holders shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement)otherwise agree. (e) The registration statement filed pursuant to this Section 1.2 may include other securities of the Company (i) which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, (ii) which are held by officers and directors of the Company, or (iii) which are being offered for the account of the Company (collectively, the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities").

Shelf Registration. (a) The Company shallOn or prior to each Filing Date, subject to the limitations specified in this Agreement, use its best efforts (i) to file a shelf registration statement on Form S-3 or any other form available to the Company within ninety (90) days from shall prepare and file with the date hereof (the "Filing Date") Commission a Registration Statement covering the registration under the Act resale of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)). (b) If any offering pursuant to Section 1.2(a) hereof involves an underwritten offering, an underwriter will be selected by the Holders of two-thirds of the Registrable Securities that are not then outstanding and registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be reasonably acceptable to the Company. In such event, the right of any Holder to include its Registrable Securities contain (unless otherwise directed by at least 51% in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holders in writing that marketing factors require a limitation interest of the number Holders) substantially the “Plan of shares to be underwritten, then Distribution” attached hereto as Annex A and substantially the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (“Selling Stockholder” section attached hereto as nearly as practicable) to the amount of Registrable Securities of the Company owned by each HolderAnnex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. If the number of shares of Commission requests that any Holder be identified as a statutory underwriter in the Registration Statement, such Holder will have an opportunity to withdraw its Registrable Securities to be included in such underwriting shall not be reduced unless all Other Securities (as defined below) are first entirely excluded from the underwriting. Registration Statement. For as long as the Registration Statement shall remain effective pursuant to this Section 2(a), the Company will use commercially reasonable efforts to (c1) Notwithstanding file all reports, and provide all customary and reasonable cooperation, necessary to enable the foregoingundersigned to resell the Registration Securities pursuant to the Registration Statement or Rule 144 of the Securities Act (when Rule 144 of the Securiteis Act becomes available to each Holder), if as applicable, (2) qualify the Shares for listing on Nasdaq, and (3) update or amend the Registration Statement as necessary to include the Registrable Securities. Subject to the terms of this Agreement, the Company shall furnish use its commercially reasonable efforts to the Holders cause a certificate signed by the Chief Executive officer or President of the Company stating thatRegistration Statement filed under this Agreement (including, in the good faith judgment of the Board of Directors of the Companywithout limitation, it would be seriously detrimental (a "Detrimental Condition"under Section 3(c)) to be declared effective under the Company and its stockholders for a registration statement to be filed or to become or remain effectiveSecurities Act as promptly as practicable after the filing thereof, as but in any event no later than the case may beapplicable Effectiveness Date, and provided shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the date that the Detrimental Condition has not resulted from actions taken all Registrable Securities covered by the Company, such Registration Statement (i) the Company shall have the right been sold thereunder or pursuant to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety (90) days after the Filing DateRule 144, (ii) in case a Shelf Registration Statement has been filed but has not become effectivemay be sold 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 Company may cause such registration statement counsel to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, the Company; or (iii) in case a Shelf Registration Statement has been filed and has become effective, three years from the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety Closing Date (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i“Effectiveness Period”), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing request effectiveness of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase Registration Statement as of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) days after the date of the postponement or withdrawal), use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement). (e) The registration statement filed pursuant to this Section 1.2 may include other securities of the Company (i) which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, (ii) which are held by officers and directors of the Company, or (iii) which are being offered for the account of the Company (collectively, the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities").5:00 p.m. Eastern

Shelf Registration. (a) On or prior to each Filing Date, the Company shall prepare and file with the Commission a "Shelf" Registration Statement covering the resale of all Registrable Securities relating thereto for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith as the Holders may consent) and shall contain (except if otherwise directed by the Holders) and subject to comments by the Commission the "Plan of Distribution" attached hereto as ANNEX A. The Company shall, subject to the limitations specified in this Agreement, shall use its best efforts (ito cause each Registration Statement required to be filed hereunder to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to each applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is two years after the date that such Registration Statement is declared effective by the Commission or such earlier date when all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) to file a shelf registration statement on Form S-3 or any other form available as determined by the counsel to the Company within ninety (90) days from pursuant to a written opinion letter to such effect, addressed and acceptable to the date hereof Company's transfer agent and the affected Holders (the "Filing DateEFFECTIVENESS PERIOD") covering ), PROVIDED, that the registration under Company shall not be deemed to have used its best efforts to keep the Act of all Registration Statement effective during the Effectiveness Period if it voluntarily takes any action that would result in the Holders not being able to sell the Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided covered by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf such Registration Statement for during the Effectiveness Period, unless such action is required under applicable law or the Company has filed a period of two (2) years from post-effective amendment to the date of this Agreement (or such shorter period in accordance with Section 1.4(a))Registration Statement and the Commission has not declared it effective. (b) If any offering pursuant The initial Registration Statement required to Section 1.2(a) hereof involves an underwritten offering, an underwriter will be selected filed hereunder shall include (but not be limited to and subject to comment by the Holders Commission) a number of two-thirds shares of Common Stock equal to no less than the Registrable Securities then outstanding and shall be reasonably acceptable to the Company. In such event, the right sum of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company as provided in Section 1.4(e)i) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holders in writing that marketing factors require a limitation 200% of the number of shares of Common Stock issuable upon conversion in full of the Shares, assuming for such purposes that such Shares are outstanding for three years and that such conversion occurred on the Closing Date, the Filing Date or the date the Company files an acceleration request (if permissible under the Securities Act without the filing of a pre-effective amendment) with the Commission relating to be underwrittenthe Registration Statement, then whichever yields the lowest Conversion Price (as defined in the Certificate of Designation) and (ii) the number of shares of Registrable Securities that may be included Common Stock issuable upon exercise in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities full of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all Other Securities (as defined below) are first entirely excluded from the underwritingWarrants. (c) Notwithstanding If (a) a Registration Statement is not filed on or prior to the foregoing, applicable Filing Date (if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, (i) the Company shall have the right to defer taking action with respect to the filing of the Shelf files such Registration Statement for a period of not more than ninety (90without affording the Holder the opportunity to review and comment on the same as required by Section 3(a) days after the Filing Date, (ii) in case a Shelf Registration Statement has been filed but has not become effective, the Company may cause such registration statement to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court)hereof, the Company shall not be considered deemed to have effected satisfied this clause (a)), or (b) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five (5) days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (c) the Registration Statement filed hereunder is not declared effective by the Commission on or prior to the 30th day following the applicable Effectiveness Date, or (d) after a Registration Statement is filed with and declared effective by the Commission, such Registration Statement ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period without being succeeded within ten (10) Trading Days by an amendment to such Registration Statement or by a subsequent Registration Statement filed with and declared effective registration by the Commission, or (e) the Common Stock shall be delisted or suspended from trading on the Nasdaq National Market ("NASDAQ") or on either of the New York Stock Exchange, American Stock Exchange or Nasdaq SmallCap Market (each, a "SUBSEQUENT MARKET") for more than five (5) consecutive Trading Day days, or (f) the conversion rights of the Holders pursuant to the Certificate of Designation are suspended for any reason, or (g) an amendment to a Registration Statement is not filed by the Company with the Commission within ten (10) days of the Commission's notifying the Company that such amendment is required in order for such Registration Statement to be declared effective (any such failure or breach being referred to as an "EVENT," and for purposes of this Agreement clauses (a), (c), (f) the date on which such Event occurs, or for purposes of clause (b) the date on which such five (5) day period is exceeded, or for purposes of clauses (d) and (g) the date which such 10 Trading Day-period is exceeded, or for purposes of clause (e) the date on which such five (5) Trading Day-period is exceeded, being referred to as "EVENT DATE"), then, on the Event Date and each monthly anniversary thereof until the applicable Event is cured, the Company shall have filed pay to each Holder a new registration statement covering sum equal to1.5% of the Registrable Securities covered purchase price paid by such Holder pursuant to the withdrawn registration statement Purchase Agreement, in cash, as liquidated damages and such registration statement shall have been declared effective and shall not have been withdrawnas a penalty. If the Company shall give fails to pay any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists liquidated damages pursuant to this Section in full within seven (but in no event later than ninety (907) days after the date of the postponement or withdrawal)payable, use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company shall not will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be considered paid by applicable law) to have effected an effective registration for the purposes Holder, accruing daily from the end of this Agreement). (e) such seven day period until such amounts, plus all such interest thereon, are paid in full. The registration statement filed liquidated damages pursuant to this Section 1.2 may include other securities the terms hereof shall apply on a pro-rata basis for any portion of a month prior to the Company (i) which are held by persons who, by virtue cure of agreements with the Company, are entitled to include their securities in any such registration, (ii) which are held by officers and directors of the Company, or (iii) which are being offered for the account of the Company (collectively, the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities")an Event.

Shelf Registration. (a) The Company shall, subject to at its cost, no later than 90 days after the limitations specified in this AgreementClosing Date, file with the SEC, and thereafter shall use its best commercially reasonable efforts (i) to file cause to become effective as promptly as practicable but no later than 180 days after the Closing Date, a shelf registration statement on Form S-3 or any other form available to the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period relating to the offer and sale of two (2) years from the date of this Agreement (or such shorter period in accordance with Registrable Securities by the Holders that have provided the information pursuant to Section 1.4(a)2.1(d). (b) If any offering The Company shall, at its cost, use its commercially reasonable efforts, subject to Section 2.5, to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders (i) for a period of two years from the date of the original issuance of the Notes or (ii) for such shorter period that will terminate (A) when all Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to Section 1.2(athe Shelf Registration Statement, (B) hereof involves an underwritten offeringwhen the Holders, an underwriter will be selected by other than “affiliates” (as defined in Rule 144 under the Holders of two-thirds ▇▇▇▇ ▇▇▇) of the Company, are able to sell or transfer to the public all Registrable Securities immediately without restriction pursuant to Rule 144 (or any similar provision then in force, including Rule 144(k), but not Rule 144A) under the 1933 Act or (C) when all Registrable Securities cease to be outstanding and shall or otherwise cease to be reasonably acceptable to Registrable Securities (the Company. In such event“Effectiveness Period”). (c) Notwithstanding any other provisions hereof, the right Company shall use its reasonable best efforts to provide that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Houston 3198111v.1 (d) Notwithstanding any other provision hereof, no Holder to of Registrable Securities may include any of its Registrable Securities in a Shelf Registration Statement pursuant to this Agreement unless the Holder furnishes to the Company a fully completed notice and questionnaire in the form attached as Annex A to the Offering Memorandum (the “Questionnaire”) and such registration other information in writing as the Company may reasonably request in writing for use in connection with such Shelf Registration Statement or Prospectus included therein and in any application to be filed with or under state securities laws. At least 30 days prior to the filing of a Shelf Registration Statement, the Company will provide notice to the Holders (by press release issued through a reputable national newswire service or posting notice on the Company’s website) of its intention to file such Shelf Registration Statement. In order to be named as a selling securityholder in the Prospectus at the time of effectiveness of a Shelf Registration Statement, each Holder must, no later than the 5th business day before the filing of such Shelf Registration Statement, furnish the completed Questionnaire and such other information that the Company may reasonably request in writing, if any, to the Company in writing and the Company shall be conditioned upon include the information from the completed Questionnaire and such Holder's participation other information, if any, in such underwriting Shelf Registration Statement and the inclusion Prospectus in a manner so that upon effectiveness of such Shelf Registration Statement the Holder will be permitted to deliver the Prospectus to purchasers of the Holder's ’s Registrable Securities Securities. From and after the date that the Shelf Registration Statement becomes effective, upon receipt of a completed Questionnaire and such other information that the Company may reasonably request in writing, if any, the Company will use its reasonable efforts to file within 20 business days any amendments or supplements to the Shelf Registration Statement necessary for such Holder to be named as a selling securityholder in the underwriting Prospectus contained therein to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Securities (subject to the extent provided herein. All Holders proposing Company’s right to distribute Registrable Securities through such underwriting shall (together with the Company suspend any Shelf Registration Statement as provided described in Section 1.4(e2.5 below)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting Company shall not be reduced unless required to file more than one post-effective amendment in any calendar quarter for all Other Securities (as defined below) are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to the Holders such Holders. If a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement post-effective amendment is required to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, (i) the Company shall have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety (90) days after the Filing Date, (ii) in case a Shelf Registration Statement has been filed but has not become effective, the Company may cause such registration statement to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statementfiled, the Company shall notuse its reasonable efforts to have such post-effective amendment declared effective by the SEC, during if necessary, as promptly as practicable after filing thereof, but in any event prior to the period end of postponement or withdrawal the Effectiveness Period. Holders that do not deliver a completed written Questionnaire and such other information, as provided for in this Section 2.1(d), will not be named as selling securityholders in the Prospectus and will not be permitted to sell any Registrable Security pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect)Shelf Registration Statement. Each Holder of Registrable Securities named as a selling securityholder in the Prospectus agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver promptly furnish to the Company (at all information required to be disclosed in order to make information previously furnished to the Company's expense) all copies, Company by the Holder not materially misleading and any other than permanent file copies, then in information regarding such Holder and the distribution of such Holder's possession of the prospectus covering such ’s Registrable Securities that was in effect at the time of receipt of such notice. If as the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant may from time to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but reasonably request in no event later than ninety (90) days after the date of the postponement or withdrawal), use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement)writing. (e) The registration statement filed Each Holder agrees not to sell any Registrable Securities pursuant to this Section 1.2 may include other securities a Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof to the extent required by law and, following termination of the Company (i) which are held by persons whoEffectiveness Period, by virtue of agreements with to notify the Company, are entitled to include their securities in any such registration, (ii) which are held within ten days of a written request by officers and directors of the Company, or (iii) which are being offered for the account of the Company (collectivelyamount of Registrable Securities sold pursuant to such Shelf Registration Statement and, in the absence of a response, the securities referred Company may assume that all of such Holder’s Registrable Securities have been so sold; provided that the Company shall use reasonable efforts to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred confirm that all of such Holder’s Registrable Securities have been so sold prior to as the "Other Securities")making such assumption.

Shelf Registration. (a) On or prior to the applicable Filing Date the Company shall prepare and file with the Commission a "Shelf" 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 S-3 (except if otherwise directed by the Holders of a majority in interest of the applicable Registrable Securities in accordance herewith or if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shallshall (i) not permit any securities other than the Registrable Securities 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 shall use its best efforts to cause such Registration Statement to be declared effective prior to the Effectiveness Date, and the Company shall keep such Registration Statement continuously effective under the Securities Act until the date which is four years after the date that such Registration Statement is declared effective by the Commission or such earlier date when all Registrable Securities covered by such Registration Statement have been sold or may be sold without restrictions pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, in form and substance reasonably satisfactory to the Purchasers, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"); provided, however, that, subject to the limitations specified in this Agreementlast paragraph of Section 3(o), use the Company shall not be deemed to have used its best efforts (i) to file keep the Registration Statement effective during the Effectiveness Period if it voluntarily takes any action that would result in the Holders not being able to sell the Registrable Securities covered by such Registration Statement during the Effectiveness Period, unless such action is required under applicable law or the Company has filed a shelf registration statement on Form S-3 or any other form available post-effective amendment to the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from and the date of this Agreement (or such shorter period in accordance with Section 1.4(a))Commission has not declared it effective. (b) At any time when there is not an effective Registration Statement, if the Holders of a majority of the Registrable Securities so elect, an offering of Registrable Securities may be effected on no more than two occasions in the form of an Underwritten Offering. In such event, and if the managing underwriters advise the Company and such Holders in writing that in their opinion the amount of Registrable Securities proposed to be sold in such Underwritten Offering exceeds the amount of Registrable Securities which can be sold in such Underwritten Offering, there shall be included in such Underwritten Offering the amount of such Registrable Securities which in the opinion of such managing underwriters can be sold, and such amount shall be allocated pro rata among the Holders proposing to sell Registrable Securities in such Underwritten Offering. (c) If any of the Registrable Securities are to be sold in an Underwritten Offering, the investment banker that will administer the offering pursuant to Section 1.2(a) hereof involves an underwritten offering, an underwriter will be selected by the Holders of two-thirds a majority of the Registrable Securities then outstanding and shall be reasonably acceptable to included in such offering upon consultation with the Company. In No Holder may participate in any Underwritten Offering hereunder unless such event, the right of any Holder Person (i) agrees to include sell its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and on the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company as basis provided in Section 1.4(e)) enter into an any underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all Other Securities (as defined below) are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed agreements approved by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") Persons entitled hereunder to the Company approve such arrangements and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, (i) the Company shall have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety (90) days after the Filing Date, (ii) in case a Shelf Registration Statement has been filed but has not become effectivecompletes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the Company may cause such registration statement to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt terms of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) days after the date of the postponement or withdrawal), use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement)arrangements. (e) The registration statement filed pursuant to this Section 1.2 may include other securities of the Company (i) which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, (ii) which are held by officers and directors of the Company, or (iii) which are being offered for the account of the Company (collectively, the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities").

Shelf Registration. (a) On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form F-1, or such other form available to register for resale the Registrable Securities, and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Shareholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall promptly notify the Holders via e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, subject to by 9:30 a.m. (New York City time) on the limitations specified in this AgreementTrading Day after the effective date of such Registration Statement, use its best efforts (i) to file a shelf registration statement on Form S-3 or any other form available final Prospectus with the Commission as required by Rule 424. Failure to the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration so file a final Prospectus as foresaid shall be deemed an Event under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)2(d). (b) If any offering pursuant to Notwithstanding the registration obligations set forth in Section 1.2(a) hereof involves an underwritten offering2(a), an underwriter will be selected by if the Holders of two-thirds Commission informs the Company that all of the Registrable Securities then outstanding cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form F-1 or such other form available to register for resale the Registrable Securities as a secondary offering; with respect to filing on Form F-1 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be reasonably acceptable obligated to use diligent efforts to advocate with the Company. In such event, Commission for the right registration of any Holder to include its all of the Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together accordance with the Company as provided in Section 1.4(e)SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 1.22(d), if the underwriter advises the Holders in writing that marketing factors require Commission or any SEC Guidance sets forth a limitation of on the number of shares Registrable Securities permitted to be underwrittenregistered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), then unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in registered on such underwriting shall not Registration Statement will be reduced unless all Other as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; and b. Second, the Company shall reduce Registrable Securities represented by Warrant ADSs (applied, in the case that some Warrant ADSs may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrants). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as defined below) are first entirely excluded from to such H▇▇▇▇▇’s allotment. In the underwritingevent the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form F-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (cd) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company shall have files the right Initial Registration Statement without affording the Holders the opportunity to defer taking action with respect to review and comment on the same as required by Section 3(a) herein or the Company subsequent withdraws the filing of the Shelf Registration Statement for a period Statement, the Company shall be deemed to have not satisfied this clause as of not more than ninety (90) days after the Filing Date), or (ii) in case the Company fails to file with the Commission a Shelf request for acceleration of a Registration Statement has been filed but has not become effectivein accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company may cause is notified (orally or in writing, whichever is earlier) by the Commission that such registration statement Registration Statement will not be “reviewed” or will not be subject to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) daysfurther review, or (iii) in case prior to the effective date of a Shelf Registration Statement has been filed and has become effectiveStatement, the Company may cause fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such registration statement Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Conditiondeclared effective, or take any (iv) a Registration Statement registering for resale all of the actions specified in clauses (i), (ii) or (iii) Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the preceding sentence Initial Registration Statement (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of provided if the fact that Registration Statement does not allow for the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder resale of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company at prevailing market prices (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such noticeie. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or courtonly allows for fixed price sales), the Company shall have been deemed to have not satisfied this clause), or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be considered consecutive calendar days) during any 12-month period (any such failure or breach being referred to have effected as an effective registration “Event”, and for the purposes of this Agreement until clauses (i) and (iv), the Company shall date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have filed a new registration statement covering hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and applicable Event shall not have been withdrawncured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company shall give fails to pay any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but partial liquidated damages pursuant to this Section in no event later than ninety (90) full within seven days after the date of the postponement or withdrawal)payable, use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company will pay interest thereon at a rate of 15% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall not be considered apply on a daily pro rata basis for any portion of a month prior to have effected the cure of an effective registration for the purposes of this Agreement)Event. (e) The registration statement filed pursuant Notwithstanding anything to this Section 1.2 may include other securities of the contrary contained herein, in no event shall the Company (i) which are held by persons who, by virtue be permitted to name any Holder or affiliate of agreements with a Holder as any Underwriter without the Company, are entitled to include their securities in any prior written consent of such registration, (ii) which are held by officers and directors of the Company, or (iii) which are being offered for the account of the Company (collectively, the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities")Holder.

Shelf Registration. (a) On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Shareholder” section attached hereto as Annex B, with any changes required by SEC Guidance or SEC comments; provided , however , that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, subject by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the limitations specified in this Agreement, use its best efforts Holder within one (i1) Trading Day of such notification of effectiveness of failure to file a shelf registration statement on Form S-3 or any other form available to the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration final Prospectus as foresaid shall be deemed an Event under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)2(d). (b) If any offering pursuant to Notwithstanding the registration obligations set forth in Section 1.2(a) hereof involves an underwritten offering2(a), an underwriter will be selected by if the Holders of two-thirds Commission informs the Company that all of the Registrable Securities then outstanding cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided , however , that prior to filing such amendment, the Company shall be reasonably acceptable obligated to use diligent efforts to advocate with the Company. In such event, Commission for the right registration of any Holder to include its all of the Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together accordance with the Company as provided in Section 1.4(e)SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 1.22(d), if the underwriter advises the Holders in writing that marketing factors require Commission or any SEC Guidance sets forth a limitation of on the number of shares Registrable Securities permitted to be underwrittenregistered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), then unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in registered on such underwriting shall not Registration Statement will be reduced unless all Other to eliminate any securities to be included other than Registrable Securities. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities (that were not registered for resale on the Initial Registration Statement, as defined below) are first entirely excluded from the underwritingamended. (cd) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety satisfied this clause (90) days after the Filing Datei)), or (ii) in case the Company fails to file with the Commission a Shelf request for acceleration of a Registration Statement has been filed but has not become effectivein accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company may cause is notified (orally or in writing, whichever is earlier) by the Commission that such registration statement Registration Statement will not be “reviewed” or will not be subject to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) daysfurther review, or (iii) in case prior to the effective date of a Shelf Registration Statement has been filed and has become effectiveStatement, the Company may cause fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such registration statement Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be withdrawn and its effectiveness terminated declared effective, or may postpone amending (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or supplementing (v) after the effective date of a Registration Statement, such registration statement until Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Detrimental Condition no longer existsRegistration Statement, but in no event or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ninety fifteen (9015) consecutive calendar days or more than an aggregate of twenty five (25) calendar days (which need not be consecutive calendar days. The Company may not declare a Detrimental Condition) during any 12-month period (any such failure or breach being referred to as an “Event”, or take any and for purposes of the actions specified in clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) or the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the preceding sentence date on which such fifteen (and can take only one such action specified in clauses(i15) or twenty five (25) calendar day period, as applicable, is exceeded being referred to as “Event Date”), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer existsthen, in addition to any other rights the Holders may have hereunder or under applicable law, on each case, promptly after such Event Date and on each monthly anniversary of each such Event Date (if the occurrence thereof. The following events or circumstances may result in applicable Event shall not have been cured by such date) until the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list applicable Event is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statementcured, the Company shall notpay to each Holder an amount in cash, during as partial liquidated damages and not as a penalty, equal to the period product of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of 5.0% multiplied by the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each aggregate Subscription Amount paid by such Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, Purchase Agreement with respect to Shares held by the Holder on the Event Date. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 40% of the aggregate Subscription Amount paid by such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such noticePurchase Agreement. If the Company shall have withdrawn or prematurely terminated a registration statement filed under fails to pay any partial liquidated damages pursuant to this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) full within seven days after the date of the postponement or withdrawal)payable, use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall not be considered apply on a daily pro rata basis for any portion of a month prior to have effected the cure of an effective registration for the purposes of this Agreement)Event. (e) The If Form S-3 is not available for the registration statement filed pursuant to this Section 1.2 may include other securities of the resale of Registrable Securities hereunder, the Company shall (i) which are held by persons who, by virtue register the resale of agreements with the Company, are entitled to include their securities in any such registration, Registrable Securities on another appropriate form and (ii) which are held by officers and directors undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the CompanyRegistration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. (f) Notwithstanding anything to the contrary contained herein, or (iii) which are being offered for the account of in no event shall the Company (collectively, be permitted to name any Holder or affiliate of a Holder as any Underwriter without the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities")prior written consent of such Holder.

Shelf Registration. Upon the expiration of the Lock-Up Period, the Company shall file promptly after becoming eligible to use Rule 415 under the Securities Act (aor any successor rule promulgated thereafter by the Commission), and use commercially reasonable efforts to cause to be declared effective as soon as practicable thereafter and no later than the earlier of (x) The the 45th calendar day (or 120th calendar day if the Commission notifies the Company shallthat it will “review” the Registration Statement) following the filing date and (y) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to the limitations specified in this Agreementfurther review, use its best efforts (i) to file a shelf registration statement under Rule 415 of the Securities Act, which shall be on Form S-3 or any other form available to if the Company within ninety (90) days from the date hereof is then eligible to use Form S-3 or otherwise on Form S-1 (the "Filing Date"“Shelf”) covering the registration under the Act resale of all the Registrable Securities then outstanding (determined as of two Business Days prior to be offered or sold such filing) on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of basis. Such Shelf shall provide for the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)). (b) If any offering pursuant to Section 1.2(a) hereof involves an underwritten offering, an underwriter will be selected by the Holders of two-thirds resale of the Registrable Securities then outstanding included therein pursuant to any method or combination of methods legally available to, and shall be reasonably acceptable to the Company. In such eventrequested by, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holdernamed therein; provided, however, that the number of shares of Registrable Securities to be included in such underwriting Company shall not be reduced unless required to file any Registration Statement for the resale of the Registrable Securities included therein pursuant to any method or combination of methods that is not legally available to the Company. The Company shall use its commercially reasonable efforts to maintain the Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective and available for use to permit all Other Holders named therein to sell their Registrable Securities included therein in the manner desired by such Holders and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities, subject in each case to the provisions of this Agreement that permit the Company to suspend the use of the Registration Statement in the circumstances, and subject to the terms and conditions, set forth in those provisions. Notwithstanding anything to the contrary herein, to the extent there is an effective Shelf under this subsection 2.1.6, covering a Holder’s or Holders’ Registrable Securities, such Holder or Holders shall not have rights to make a Demand Registration with respect to subsection 2.1.1. Notwithstanding anything to the contrary herein, to the extent there is an effective Shelf under this subsection 2.1.6, covering a Holder’s or such Holders’ Registrable Securities, and such Holder or Holders qualify as Demanding Holders pursuant to subsection 2.1.1 and wish to request an Underwritten Offering from such Shelf (as defined belowa “Shelf Underwriting Request”), such Underwritten Offering shall follow the procedures of subsection 2.1 (including subsection 2.1.3 and subsection 2.1.4), but such Underwritten Offering (including, for purposes of clarity, any Underwritten Block Trade) are first entirely excluded shall be made from the underwriting. (c) Notwithstanding the foregoingShelf and, if such Underwritten Offering is completed in accordance with its terms, shall count against the Company shall furnish number of Demand Registrations that may be made pursuant to the Holders a certificate signed by the Chief Executive officer or President of the Company stating subsection 2.1.1, subject to subsection 2.1.2; provided that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided event that the Detrimental Condition has not resulted Underwritten Offering is being made from actions taken by the Companya Shelf, (i) the Company shall have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety (90) days after the Filing Date, (ii) in case a Shelf Registration Statement has been filed but has not become effective, time for the Company may cause such registration statement to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any notify all other Holders of the actions specified in clauses (i), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties Registrable Securities of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) ’s receipt of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 applicable Demand Registration shall be reduced from ten (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (9010) days after the date of the postponement or withdrawal), use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement). (e) The registration statement filed pursuant to this Section 1.2 may include other securities of the Company (i) which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, (ii) which are held by officers and directors of the Company, or (iii) which are being offered for the account of the Company (collectively, the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities").set forth in

Shelf Registration. On or prior to December 31, 2004 (a) the “Filing Date”), the Company shall prepare and file with the Commission a “Shelf” 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 S-3 (if the Company is not then eligible to register for resale the Registrable Securities on Form S-3 such registration shall be on another appropriate form in accordance herewith). The Company shall, subject to the limitations specified in this Agreement, shall use its best efforts (ito cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, and shall use its best efforts to keep such Registration Statement Continuously Effective under the Securities Act until the date when all Registrable Securities covered by such Registration Statement have been sold or may be sold without restrictions pursuant to Rule 144(k) to file a shelf registration statement on Form S-3 or any other form available as determined by the counsel to the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); a written opinion letter to such effect, addressed and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)). (b) If any offering pursuant to Section 1.2(a) hereof involves an underwritten offering, an underwriter will be selected by the Holders of two-thirds of the Registrable Securities then outstanding and shall be reasonably acceptable to the Company. In such event’s transfer agent (the “Effectiveness Period”), the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all Other Securities (as defined below) are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, (i) the Company shall have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety (90) days after the Filing Date, (ii) in case a Shelf Registration Statement has been filed but has not become effective, the Company may cause such registration statement to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered deemed to have effected an used its best efforts to keep the Registration Statement effective registration for during the purposes of this Agreement until Effectiveness Period if it voluntarily takes any action that would result in the Company shall have filed a new registration statement covering Holder not being able to sell the Registrable Securities covered by such Registration Statement during the withdrawn registration statement and Effectiveness Period, unless such registration statement shall have been declared effective and shall not have been withdrawn. If action is pursuant to a Blackout Period (as defined in Section 3) permitted hereunder, required under applicable law or the Company shall give any notice has filed a post-effective amendment to the Registration Statement and the Commission has not declared it effective. . Other provisions of withdrawal or postponement of a registration statementthis Agreement not withstanding, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) days after the date of the postponement or withdrawal), use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement). (e) The registration statement filed pursuant to this Section 1.2 Registration Statement may include other securities shares of the Company (i) which are Common Stock held by persons who, by virtue other holders or to be issued to other holders upon the exercise of agreements with the Company, are entitled to include their securities in any such registration, (ii) which are held by officers and directors of the Company, or (iii) which are being offered for the account of the Company (collectively, the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities")warrants.

Shelf Registration. (a) On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible, or the resale of the Registerable Securities is not eligible, to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on Form S-1 or another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least a majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such ▇▇▇▇▇▇’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold by a non-Affiliate of the Company without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall promptly notify the Holders via e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, subject 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 limitations specified in this Agreement, use its best efforts Holder within one (i1) Trading Day of such notification of effectiveness or failure to file a shelf registration statement on Form S-3 or any other form available to the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration final Prospectus as foresaid shall be deemed an Event under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)2(d). (b) If any offering pursuant to Notwithstanding the registration obligations set forth in Section 1.2(a) hereof involves an underwritten offering2(a), an underwriter will be selected by if the Holders of two-thirds Commission informs the Company that all of the Registrable Securities then outstanding cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be reasonably acceptable obligated to use diligent efforts to advocate with the Company. In such event, Commission for the right registration of any Holder to include its all of the Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together accordance with the Company as provided in Section 1.4(e)SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 1.22(d), if the underwriter advises the Holders in writing that marketing factors require Commission or any SEC Guidance sets forth a limitation of on the number of shares Registrable Securities permitted to be underwrittenregistered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), then unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in registered on such underwriting shall not Registration Statement will be reduced unless all Other as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce Registrable Securities represented by Warrant Shares underlying the Warrants (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares underlying the Warrants held by such Holders); and c. Third, the Company shall reduce Registrable Securities represented by Shares and Pre-Funded Warrants (applied, in the case that some Shares and Pre-Funded Warrants may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares and Pre-Funded Warrants held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least three (3) Trading Days prior written notice along with the calculations as defined below) are first entirely excluded from to such ▇▇▇▇▇▇’s allotment. In the underwritingevent the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by the Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (cd) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety satisfied this clause (90) days after the Filing Datei)), or (ii) in case the Company fails to file with the Commission a Shelf request for acceleration of a Registration Statement has been filed but has not become effectivein accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company may cause is notified (orally or in writing, whichever is earlier) by the Commission that such registration statement Registration Statement will not be “reviewed” or will not be subject to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) daysfurther review, or (iii) in case prior to the effective date of a Shelf Registration Statement has been filed and has become effectiveStatement, the Company may cause fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such registration statement Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be withdrawn and its effectiveness terminated declared effective, or may postpone amending (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or supplementing (v) after the effective date of a Registration Statement, such registration statement until Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Detrimental Condition no longer existsRegistration Statement, but in no event or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than forty-five (45) consecutive calendar days or more than an aggregate of ninety (90) calendar days (which need not be consecutive calendar days. The Company may not declare a Detrimental Condition) during any 12-month period (any such failure or breach being referred to as an “Event”, or take any and for purposes of the actions specified in clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) or the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the preceding sentence date on which such forty-five (and can take only one such action specified in clauses(i45) or ninety (90) calendar day period, as applicable, is exceeded being referred to as “Event Date”), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer existsthen, in addition to any other rights the Holders may have hereunder or under applicable law, on each case, promptly after such Event Date and on each monthly anniversary of each such Event Date (if the occurrence thereof. The following events or circumstances may result in applicable Event shall not have been cured by such date) until the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list applicable Event is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statementcured, the Company shall notpay to each Holder an amount in cash, during as partial liquidated damages and not as a penalty, equal to the period product of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of 1.0% multiplied by the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each aggregate Subscription Amount paid by such Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, Purchase Agreement. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 2.0% of the aggregate Subscription Amount paid by such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such noticePurchase Agreement. If the Company shall have withdrawn or prematurely terminated a registration statement filed under fails to pay any partial liquidated damages pursuant to this Section 1.2 in full within seven (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (907) days after the date of the postponement or withdrawal)payable, use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall not be considered apply on a daily pro rata basis for any portion of a month prior to have effected the cure of an effective registration for the purposes of this Agreement)Event. (e) The If Form S-3 is not available for the registration statement filed pursuant to this Section 1.2 may include other securities of the resale of Registrable Securities hereunder, the Company shall (i) which are held by persons who, by virtue register the resale of agreements with the Company, are entitled to include their securities in any such registration, Registrable Securities on another appropriate form and (ii) which are held by officers and directors undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the CompanyRegistration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. (f) Notwithstanding anything to the contrary contained herein, or (iii) which are being offered for the account of in no event shall the Company (collectively, be permitted to name any Holder or affiliate of a Holder as any underwriter without the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities")prior written consent of such Holder.

Shelf Registration. (a) The Company shallshall file within 60 days following the date hereof with the SEC, subject to the limitations specified in this Agreement, and shall use its best efforts (i) to file cause the SEC to promptly declare effective, a shelf registration statement on Form S-3 or any other form available Registration Statement relating to the Company within ninety (90) days from Registrable Securities, which Registration Statement shall provide for the date hereof (sale by the "Filing Date") covering holders thereof of the registration under the Act of all Registrable Securities then outstanding from time to be offered or sold time on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of under the Securities Act (the "Shelf Registration StatementRegistration"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)). (b) If any offering pursuant to Section 1.2(a) hereof involves an underwritten offeringThe foregoing notwithstanding, an underwriter will be selected by the Holders of two-thirds of the Registrable Securities then outstanding and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all Other Securities (as defined below) are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, (i) the Company shall have the right in order to defer taking action avoid the disclosure of any corporate development that the Company is not otherwise obligated to disclose to delay the filing of the Registration Statement with respect to the filing of the Shelf Registration Statement for a period reasonable length of time (a "Delay Period"); provided, that the aggregate number of days in the Delay Period shall not more than ninety (90) days after the Filing Date, (ii) in case a Shelf Registration Statement has been filed but has not become effective, the Company may cause such registration statement to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month periodexceed 30. The Company shall give provide written notice to each holder of its determination Registrable Securities to postpone or withdraw a registration statement and be covered by the Shelf Registration of the fact that beginning and end of the Detrimental Condition for Delay Period. (c) Failure to file a Registration Statement or cause such postponement or withdrawal no longer exists, Registration Statement to become effective pursuant to the provisions of this Section 3 by reason of delays caused by any of the Holder(s) in each case, promptly after the occurrence thereof. The following events or circumstances may connection with their rights set forth in Section 6(l) of this Agreement shall not result in the filing a breach of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusivethis Section 3. (d) If To the Company shall give any notice extent that the holders of postponement or withdrawal of any registration statementRegistrable Securities would not be adversely effected, the Company shall notmay include other securities in such Shelf Registration (whether for the account of the Company or otherwise, during including without limitation any securities of the period of postponement or withdrawal pursuant to clauses (i)Company held by security holders, (iiif any, who have piggyback registration rights with respect thereto) or (iii) of otherwise combine the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) days after the date of the postponement or withdrawal), use its best efforts to effect the registration under the Securities Act offering of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes any offering of this Agreement). (e) The registration statement filed pursuant to this Section 1.2 may include other securities of the Company (i) which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, (ii) which are held by officers and directors of the Company, or (iii) which are being offered whether for the account of the Company (collectively, the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities"or otherwise).

Shelf Registration. (a) The Company shallOn or prior to June 30, subject to the limitations specified in this Agreement, use its best efforts (i) to file a shelf registration statement on Form S-3 or any other form available to the Company within ninety (90) days from the date hereof 2002 (the "Filing Date") ), the Company shall prepare and file with the Commission a "Shelf" Registration Statement covering the registration under the Act of all Registrable Securities then outstanding for an offering to be offered or sold made on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf 415. The Registration Statement shall be on Form S-3 (if the Company is not then eligible to register for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)). (b) If any offering pursuant to Section 1.2(a) hereof involves an underwritten offering, an underwriter will be selected by the Holders of two-thirds of resale the Registrable Securities then outstanding on Form S-3 such registration shall be on another appropriate form in accordance herewith). The Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, and shall use its best efforts to keep such Registration Statement Continuously Effective under the Securities Act until the date when all Registrable Securities covered by such Registration Statement have been sold or may be reasonably sold without restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company. In such event's transfer agent (the "Effectiveness Period"), the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all Other Securities (as defined below) are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, (i) the Company shall have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety (90) days after the Filing Date, (ii) in case a Shelf Registration Statement has been filed but has not become effective, the Company may cause such registration statement to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered deemed to have effected an used its best efforts to keep the Registration Statement effective registration for during the purposes of this Agreement until Effectiveness Period if it voluntarily takes any action that would result in the Company shall have filed a new registration statement covering Holder not being able to sell the Registrable Securities covered by such Registration Statement during the withdrawn registration statement and Effectiveness Period, unless such registration statement shall have been declared effective and shall not have been withdrawn. If action is pursuant to a Blackout Period (as defined in Section 3) permitted hereunder, required under applicable law or the Company shall give any notice of withdrawal or postponement of has filed a registration statement, post-effective amendment to the Company shall, at such time as Registration Statement and the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) days after the date of the postponement or withdrawal), use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company shall Commission has not be considered to have effected an effective registration for the purposes of this Agreement)declared it effective. (e) The registration statement filed pursuant to this Section 1.2 may include other securities of the Company (i) which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, (ii) which are held by officers and directors of the Company, or (iii) which are being offered for the account of the Company (collectively, the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities").

Shelf Registration. (a) The Company shall, subject On or prior to the limitations specified Filing Date, the Company shall prepare and file with the Commission a "Shelf" Registration Statement covering the resale of all of the Registrable Securities relating to such Filing Date (and excluding, for purposes of this number, any securities which may be issuable upon any stock split, dividend or other distribution or recapitalization provision in the Warrants or in connection with any anti-dilution provisions in the Warrants) for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by the Holders and except to the extent the Company determines that modifications thereto are required under applicable law) substantially the "Plan of Distribution" attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts (ito cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is two years after the date that such Registration Statement is declared effective by the Commission or such earlier date when all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) to file a shelf registration statement on Form S-3 or any other form available as determined by the counsel to the Company within ninety (90) days from pursuant to a written opinion letter to such effect, addressed and acceptable to the date hereof Company's transfer agent and the affected Holders (the "Filing DateEffectiveness Period") covering the registration under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)). (b) If any offering pursuant to Section 1.2(aIf: (i) hereof involves an underwritten offering, an underwriter will be selected by the Holders of two-thirds of the Registrable Securities then outstanding and shall be reasonably acceptable a Registration Statement is not filed on or prior to the Company. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall Filing Date (together with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all Other Securities (as defined below) are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to files a Registration Statement without affording the Holders a certificate signed the opportunity to review and comment on the same as required by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, (i) the Company shall have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety (90) days after the Filing Date, (ii) in case a Shelf Registration Statement has been filed but has not become effective, the Company may cause such registration statement to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court3(a), the Company shall not be considered deemed to have effected an effective registration for the purposes of this Agreement until satisfied clause (i)), or (ii) the Company shall have filed fails to file with the Commission a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but request for acceleration in no event later than ninety (90) days after the date of the postponement or withdrawal), use its best efforts to effect the registration accordance with Rule 461 promulgated under the Securities Act Act, within five Trading Days of the Registrable Securities covered date that the Company is notified (orally or in writing, whichever is earlier) by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company shall Commission that a Registration Statement will not be considered "reviewed," or not subject to have effected an effective registration for the purposes of this Agreement). (e) The registration statement filed pursuant to this Section 1.2 may include other securities of the Company (i) which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, (ii) which are held by officers and directors of the Companyfurther review, or (iii) which are being offered for the account of prior to its Effectiveness Date, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 15 Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, or (collectivelyiv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission by its Effectiveness Date, or (v) after the securities Effectiveness Date, a Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities for 5 consecutive Trading Days or in any individual case an aggregate of 15 Trading Days during any 12 month period (which need not be consecutive Trading Days) (any such failure or breach being referred to in clauses as an "Event", and for purposes of clause (i)) or (iv) the date on which such Event occurs, or for purposes of clause (ii) and the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) in this paragraph are hereinafter the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 5 or 15 Trading Day period, as applicable, is exceeded being referred to as the "Other SecuritiesEvent Date"), then, on each such Event Date and every monthly anniversary thereof until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 2.0% per month of (i) the Subscription Amount paid by such Holder pursuant to the Purchase Agreement for Registrable Securities then held by such Holder and covered (or to be covered) by such Registration Statement, and (ii) if the Warrant is "in the money" and then held by the Holder, the value of the outstanding Warrant (valued at the difference between the average VWAP during the applicable month and the Exercise Price multiplied by the number of shares of Common Stock the Warrant is exercisable into). If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 15% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a pro-rata basis for any portion of a month prior to the cure of an Event.

Shelf Registration. (a) The Company shall, subject to the limitations specified in this Agreement, use its best efforts (i) to In no event later than October 10, 2005, enherent shall file with the SEC a shelf registration statement on Form S-3 (or any if Form S-3 is not available, then such other form available to the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)). (b) If any offering pursuant to Section 1.2(a) hereof involves an underwritten offering, an underwriter will be selected by the Holders of two-thirds of which the Registrable Securities then outstanding and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in registered for resale) under the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all Other Securities (as defined below) are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, (i) the Company shall have the right to defer taking action Act with respect to the filing registration of the Shelf Registration Statement for a period Restricted Shares, provided that enherent may, with the prior written approval of the Holders, delay such filing (but not more than ninety (90) beyond 90 days after the Filing DateOctober 10, (ii2005) in case a Shelf Registration Statement has been filed but has not become effectiveif such filing would require enherent to disclose material non-public information, the Company disclosure of which would be detrimental to enherent. enherent may include in such registration statement up to 700,000 enherent Shares owned by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 4,526,512 enherent Shares owned by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and 500,000 enherent shares underlying options issued to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, and may, with the approval of the Holders, include in such registration statement securities of enherent to be offered and sold by enherent. enherent shall use its best efforts to cause such registration statement to be withdrawn or declared effective within 90 days after it is filed. (ii) The Holders shall promptly notify enherent of the jurisdictions in which such offering will be made and, if and as required and subject to the provisions of clause (iv)(D), below, enherent shall effect the registration and/or qualification of the Restricted Shares under applicable state securities laws (the “State Laws”). (iii) Except as otherwise prohibited by applicable law, enherent will pay all fees and expenses, including, without limitation, printing and reproduction costs and fees and expenses of counsel for Holders, incurred in connection with the registration of the Restricted Shares pursuant to this §5; provided, that transfer taxes, if any, solely attributable to the sale of the Restricted Shares, shall be borne by the Holders. (iv) enherent shall further: (1) prepare and file as soon as reasonably practicable with the SEC such amendments and supplements to such shelf registration statement and the prospectus used in connection therewith as may postpone amending or supplementing be necessary to keep such registration statement effective and such prospectus current and to comply with the provisions of the Securities Act with respect to the disposition of the Restricted Shares until the earlier of (A) such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, time as all of the Restricted Shares have been disposed of; or (iiiB) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists Restricted Shares are otherwise freely tradeable; (but in no event later than ninety (902) days after the date furnish to Holders copies of the postponement or withdrawal), preliminary prospectus and prospectus included in such registration statement and each amendment and supplement thereto; (3) use its best efforts to register or qualify the Restricted Shares under the State Laws after the filing of the Form S-3 registration statement (or any other registration form for which enherent then qualifies) with the SEC and to keep such registration or qualification in effect for so long as the Form S-3 registration statement (or any other registration form for which enherent then qualifies) filed with the SEC remains in effect as provided in clause (2), above, provided that enherent shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction in which it would not otherwise be obligated to be so qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction, or to qualify as a dealer in securities; and (4) notify Holders, at any time when a prospectus is required to be delivered by Holders under the Securities Act Act, upon discovery by enherent that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the Registrable Securities covered circumstances then existing, whereupon Holders shall suspend any offers or sales of the Restricted Shares until such time as such prospectus, as amended or supplemented from time to time, shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. Except as otherwise approved by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless Holders, the Holder shall have withdrawn such request, period of time in which case offers or sales of the Company Restricted Securities are suspended shall not be considered to have effected an effective registration for the purposes of this Agreement)exceed thirty (30) days in any twelve month period. (ev) The Holders agree to cooperate fully with enherent in connection with effecting the registration statement filed pursuant to this Section 1.2 §5, including, but not limited to, furnishing such information as enherent may include other securities of from time to time reasonably request and as shall be required by law or by the Company (i) which are held by persons who, by virtue of agreements SEC in connection with such registration and cooperating with the Company, are entitled preparation and filing of any amendments to include their securities in any such registration, (ii) which are held by officers and directors of the Company, shelf registration statement or (iii) which are being offered for the account of the Company (collectively, the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities")prospectus.

Shelf Registration. (a) On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 (except if the Company is then eligible to register for resale the Registrable Securities on Form S-3) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall notify the Holders via e-mail of the effectiveness of a Registration Statement on the same Trading Day on which such Registration Statement is declared effective. The Company shall, subject 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 limitations specified in this Agreement, use its best efforts Holder within one (i1) Trading Day of such notification of effectiveness or failure to file a shelf registration statement on Form S-3 or any other form available to the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration final Prospectus as foresaid shall be deemed an Event under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)2(d). (b) If any offering pursuant to Notwithstanding the registration obligations set forth in Section 1.2(a) hereof involves an underwritten offering2(a), an underwriter will be selected by if the Holders of two-thirds Commission informs the Company that all of the Registrable Securities then outstanding cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); provided, however, that prior to filing such amendment, the Company shall be reasonably acceptable obligated to use diligent efforts to advocate with the Company. In such event, Commission for the right registration of any Holder to include its all of the Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together accordance with the Company as provided in Section 1.4(e)SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 1.22(d), if the underwriter advises the Holders in writing that marketing factors require Commission or any SEC Guidance sets forth a limitation of on the number of shares Registrable Securities permitted to be underwrittenregistered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), then unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of shares Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce Registrable Securities represented by Preferred Investment Option Shares (applied, in the case that some Preferred Investment Option Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Preferred Investment Option Shares held by such Holders); and c. Third, the Company shall reduce Registrable Securities represented by Shares and Pre-Funded Warrants (applied, in the case that some Shares and Pre-Funded Warrants may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares and Pre-Funded Warrants held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least three (3) Trading Days prior written notice along with the calculations as to such H▇▇▇▇▇’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by the Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date, if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein or the Company subsequently withdraws the filing of the Registration Statement, the Company shall be deemed to have not satisfied this clause as of the Filing Date (i)), (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within fifteen (15) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement (provided if the Registration Statement does not allow for the resale of Registrable Securities that may be at prevailing market prices (i.e. only allows for fixed price sales), the Company shall have been deemed to have not satisfied this clause) or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the underwriting Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than fifteen (15) consecutive calendar days or more than an aggregate of twenty (20) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such ten (10) Trading Day period is exceeded, and for purpose of clause (iii) the date which such fifteen (15) calendar day period is exceeded, and for purpose of clause (v) the date on which such fifteen (15) or twenty (20) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall be allocated among all Holders thereof not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in proportion (cash, as nearly partial liquidated damages and not as practicable) a penalty, equal to the amount product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement for the Registrable Securities of the Company owned then held by each such Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting Company shall not be reduced unless all Other Securities (as defined belowrequired to make any payments pursuant to this Section 2(d) are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, (i) the Company shall have the right to defer taking action with respect to any Registrable Securities the filing Company is unable to register due to limits imposed by the Commission’s interpretation of Rule 415 under the Securities Act. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 10.0% of the Shelf Registration Statement for a period of not more than ninety (90) days after the Filing Date, (ii) in case a Shelf Registration Statement has been filed but has not become effective, the Company may cause aggregate Subscription Amount paid by such registration statement to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Purchase Agreement for the Registrable Securities pursuant to such registration statement and, if so directed then held by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under fails to pay any partial liquidated damages pursuant to this Section 1.2 in full within seven (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (907) days after the date of the postponement or withdrawal)payable, use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall not be considered apply on a daily pro rata basis for any portion of a month prior to have effected the cure of an effective registration for the purposes of this Agreement)Event. (e) The registration statement filed pursuant Notwithstanding anything to this Section 1.2 may include other securities of the contrary contained herein, in no event shall the Company (i) which are held by persons who, by virtue be permitted to name any Holder or affiliate of agreements with a Holder as any underwriter without the Company, are entitled to include their securities in any prior written consent of such registration, (ii) which are held by officers and directors of the Company, or (iii) which are being offered for the account of the Company (collectively, the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities")Holder.

Shelf Registration. (a) On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Initial Registration Statement shall be on Form S-1. Each subsequent Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Shareholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, subject 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 limitations specified in this Agreement, use its best efforts Holder within one (i1) Trading Day of such notification of effectiveness or failure to file a shelf registration statement on Form S-3 or any other form available to the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration final Prospectus as foresaid shall be deemed an Event under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)2(d). (b) If any offering pursuant to Notwithstanding the registration obligations set forth in Section 1.2(a) hereof involves an underwritten offering2(a), an underwriter will be selected by if the Holders of two-thirds Commission informs the Company that all of the Registrable Securities then outstanding cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be reasonably acceptable obligated to use diligent efforts to advocate with the Company. In such event, Commission for the right registration of any Holder to include its all of the Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together accordance with the Company as provided in Section 1.4(e)SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2Agreement, if the underwriter advises the Holders in writing that marketing factors require Commission or any SEC Guidance sets forth a limitation of on the number of shares Registrable Securities permitted to be underwrittenregistered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), then unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in registered on such underwriting shall not Registration Statement will be reduced unless all Other as follows: (i) First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; (ii) Second, the Company shall reduce Registrable Securities represented by Warrant Shares (as defined belowapplied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders); and (iii) are first entirely excluded from Third, the underwritingCompany shall reduce Registrable Securities represented by Shares and Pre-Funded Warrants (applied, in the case that some Shares and Pre-Funded Warrants may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares and Pre-Funded Warrants held by such Holders). (cd) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety satisfied this clause (90) days after the Filing Datei)), or (ii) in case the Company fails to file with the Commission a Shelf request for acceleration of a Registration Statement has been filed but has not become effectivein accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company may cause is notified (orally or in writing, whichever is earlier) by the Commission that such registration statement Registration Statement will not be “reviewed” or will not be subject to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) daysfurther review, or (iii) in case after the effective date of a Shelf Registration Statement, such Registration Statement has been filed and has become effectiveceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Company may cause Holders are otherwise not permitted to utilize the Prospectus therein to resell such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer existsRegistrable Securities, but in no event for more than ninety twenty (9020) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days. The Company may not declare a Detrimental Condition) during any 12-month period (any such failure or breach being referred to as an “Event”, or take any and for purposes of the actions specified in clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) or the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the preceding sentence date on which such ten (and can take only one such action specified in clauses(i10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer existsthen, in addition to any other rights the Holders may have hereunder or under applicable law, on each case, promptly after such Event Date and on each monthly anniversary of each such Event Date (if the occurrence thereof. The following events or circumstances may result in applicable Event shall not have been cured by such date) until the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list applicable Event is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statementcured, the Company shall notpay to each Holder an amount in cash, during as partial liquidated damages and not as a penalty, equal to the period product of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of 1.0% multiplied by the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each aggregate Subscription Amount paid by such Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such noticePurchase Agreement. If the Company shall have withdrawn or prematurely terminated a registration statement filed under fails to pay any partial liquidated damages pursuant to this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) full within seven days after the date of the postponement or withdrawal)payable, use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall not be considered apply on a daily pro rata basis for any portion of a month prior to have effected the cure of an effective registration for the purposes of this Agreement)Event. (e) The If Form S-3 is not available for the registration statement filed pursuant to this Section 1.2 may include other securities of the resale of Registrable Securities hereunder, the Company shall (i) which are held by persons who, by virtue register the resale of agreements with the Company, are entitled to include their securities in any such registration, Registrable Securities on another appropriate form and (ii) which are held by officers and directors undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the CompanyRegistration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. (f) Notwithstanding anything to the contrary contained herein, or (iii) which are being offered for the account of in no event shall the Company (collectively, be permitted to name any Holder or affiliate of a Holder as any Underwriter without the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities")prior written consent of such Holder.

Shelf Registration. (a) The Company shallPurchaser shall prepare and file with the Commission, subject on or prior to the limitations specified in this AgreementFiling Date, use its best efforts (i) the Registration Statement covering all Registrable Securities for an offering to file be made on a shelf continuous basis pursuant to a "shelf" registration statement under Rule 415. The Registration Statement shall be on Form S-3 or any other successor form available (except if Purchaser is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the Company within ninety reasonable consent of the original Holders of the Registrable Securities). Purchaser shall (90i) days from not permit any securities other than the date hereof (the "Filing Date") covering the registration under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of included in the Act (the "Shelf Registration Statement"); Statement and (ii) use its best efforts to maintain cause the effectiveness of the Shelf Registration Statement for a period of two to be declared effective under the Securities Act as promptly as possible after the filing thereof (2provided, however, that Purchaser shall have no obligation to cause the Registration Statement to be declared effective prior to the 180th day following the Closing Date) years from and to keep such Registration Statement continuously effective under the Securities Act until the date of this Agreement (which is two years after the date that such Registration Statement is declared effective by the Commission or such shorter period in accordance with Section 1.4(a)earlier date when all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144 as determined by counsel to Purchaser pursuant to a written opinion letter, addressed to Purchaser's transfer agent to such effect (the "Effectiveness Period"). (b) If any offering pursuant to Section 1.2(aPurchaser represents and warrants that it meets the registrant eligibility and transaction requirements for the use of Form S-3 (for secondary offerings) hereof involves an underwritten offering, an underwriter will be selected by for the Holders of two-thirds registration of the Registrable Securities then outstanding and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares sale of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all Other Securities (as defined below) are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President of the Company stating thatShareholders and any other Holders, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement Purchaser shall file all reports required to be filed or by Purchaser with the Commission in a timely manner so as to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, (i) the Company shall have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety (90) days after the Filing Date, (ii) in case a Shelf Registration Statement has been filed but has not become effective, the Company may cause maintain such registration statement to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration eligibility for the purposes use of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) days after the date of the postponement or withdrawal), use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement)Form S-3. (e) The registration statement filed pursuant to this Section 1.2 may include other securities of the Company (i) which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, (ii) which are held by officers and directors of the Company, or (iii) which are being offered for the account of the Company (collectively, the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities").

Shelf Registration. (a) On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form F-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Shareholder” section attached hereto as Annex B, with any changes required by SEC Guidance or SEC comments; provided , however , that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, subject by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the limitations specified in this Agreement, use its best efforts Holder within one (i1) Trading Day of such notification of effectiveness of failure to file a shelf registration statement on Form S-3 or any other form available to the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration final Prospectus as foresaid shall be deemed an Event under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)2(d). (b) If any offering pursuant to Notwithstanding the registration obligations set forth in Section 1.2(a) hereof involves an underwritten offering2(a), an underwriter will be selected by if the Holders of two-thirds Commission informs the Company that all of the Registrable Securities then outstanding cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form F-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form F-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided , however , that prior to filing such amendment, the Company shall be reasonably acceptable obligated to use diligent efforts to advocate with the Company. In such event, Commission for the right registration of any Holder to include its all of the Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together accordance with the Company as provided in Section 1.4(e)SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 1.22(d), if the underwriter advises the Holders in writing that marketing factors require Commission or any SEC Guidance sets forth a limitation of on the number of shares Registrable Securities permitted to be underwrittenregistered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), then unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in registered on such underwriting shall not Registration Statement will be reduced unless all Other as follows: a) First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b) Second, the Company shall reduce Registrable Securities represented by the Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders); and c) Third, the Company shall reduce Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders). In the event of a cutback hereunder, the Company shall give each Holder at least five (5) Trading Days prior written notice along with the calculations as defined below) are first entirely excluded from to each such Holder’s allotment. In the underwritingevent the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form F-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (cd) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety satisfied this clause (90) days after the Filing Datei)), or (ii) in case the Company fails to file with the Commission a Shelf request for acceleration of a Registration Statement has been filed but has not become effectivein accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company may cause is notified (orally or in writing, whichever is earlier) by the Commission that such registration statement Registration Statement will not be “reviewed” or will not be subject to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) daysfurther review, or (iii) in case prior to the effective date of a Shelf Registration Statement has been filed and has become effectiveStatement, the Company may cause fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such registration statement Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be withdrawn and its effectiveness terminated declared effective, or may postpone amending (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or supplementing (v) after the effective date of a Registration Statement, such registration statement until Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Detrimental Condition no longer existsRegistration Statement, but in no event or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ninety fifteen (9015) consecutive calendar days or more than an aggregate of twenty five (25) calendar days (which need not be consecutive calendar days. The Company may not declare a Detrimental Condition) during any 12-month period (any such failure or breach being referred to as an “Event”, or take any and for purposes of the actions specified in clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) or the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the preceding sentence date on which such fifteen (and can take only one such action specified in clauses(i15) or twenty five (25) calendar day period, as applicable, is exceeded being referred to as “Event Date”), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer existsthen, in addition to any other rights the Holders may have hereunder or under applicable law, on each case, promptly after such Event Date and on each monthly anniversary of each such Event Date (if the occurrence thereof. The following events or circumstances may result in applicable Event shall not have been cured by such date) until the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list applicable Event is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statementcured, the Company shall notpay to each Holder an amount in cash, during as partial liquidated damages and not as a penalty, equal to the period product of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of 1.5% multiplied by the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each aggregate Subscription Amount paid by such Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, Purchase Agreement with respect to Shares held by the Holder on the Event Date. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12% of the aggregate Subscription Amount paid by such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such noticePurchase Agreement. If the Company shall have withdrawn or prematurely terminated a registration statement filed under fails to pay any partial liquidated damages pursuant to this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) full within seven days after the date of the postponement or withdrawal)payable, use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall not be considered apply on a daily pro rata basis for any portion of a month prior to have effected the cure of an effective registration for the purposes of this Agreement)Event. (e) The If Form F-3 is not available for the registration statement filed pursuant to this Section 1.2 may include other securities of the resale of Registrable Securities hereunder, the Company shall (i) which are held by persons who, by virtue register the resale of agreements with the Company, are entitled to include their securities in any such registration, Registrable Securities on another appropriate form and (ii) which are held by officers and directors undertake to register the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the CompanyRegistration Statement then in effect until such time as a Registration Statement on Form F-3 covering the Registrable Securities has been declared effective by the Commission. (f) Notwithstanding anything to the contrary contained herein, or (iii) which are being offered for the account of in no event shall the Company (collectively, be permitted to name any Holder or affiliate of a Holder as any Underwriter without the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities")prior written consent of such Holder.

Shelf Registration. (a) The On or prior to each Filing Date and for a term of up to five years from the date hereof, the Company shallshall take reasonable best efforts to prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the limitations specified provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 85% in this Agreement, use its best efforts (i) to file a shelf registration statement on Form S-3 or any other form available to the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 interest of the Act (Holders) substantially the "Shelf Registration Statement"); “Plan of Distribution” attached hereto as Annex A and (ii) to maintain substantially the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)). (b) If any offering pursuant to Section 1.2(a) hereof involves an underwritten offering, an underwriter will be selected by the Holders of two-thirds of the Registrable Securities then outstanding and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company “Selling Stockholders” section attached hereto as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each HolderAnnex B; provided, however, that the number of shares of Registrable Securities no Holder shall be required to be included in named as an “underwriter” without such underwriting shall not be reduced unless all Other Securities (as defined below) are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish Holder’s express prior written consent. Subject to the Holders a certificate signed by the Chief Executive officer or President terms of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, (i) the Company shall have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety (90) days after the Filing Date, (ii) in case a Shelf Registration Statement has been filed but has not become effective, the Company may cause such registration statement to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statementthis Agreement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) days after the date of the postponement or withdrawal), use its best efforts to effect the registration cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act of as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement). (e) The registration statement filed pursuant to this Section 1.2 may include other securities of the Company Registration Statement (i) which are held by persons whohave been sold, by virtue of agreements with the Companythereunder or pursuant to Rule 144, are entitled to include their securities in any such registration, or (ii) which are held by officers may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and directors of without the Company, or (iii) which are being offered requirement for the account of Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (collectively, the securities referred to in clauses (i“Effectiveness Period”), (ii) and (iii) in this paragraph are hereinafter referred to . The Company shall telephonically request effectiveness of a Registration Statement as the "Other Securities").of 5:00 p.m.

Shelf Registration. a. On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (a) The except if the Company shallis not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the limitations specified in this Agreement, use its best efforts provisions of Section 2(e)) and shall contain (i) to file a shelf registration statement on Form S-3 or any other form available to the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided unless otherwise directed by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)). (b) If any offering pursuant to Section 1.2(a) hereof involves an underwritten offering, an underwriter will be selected by the at least Holders of twoeighty-thirds five percent (85%) of the Registrable Securities then outstanding and shall be reasonably acceptable to (the Company. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company as provided in Section 1.4(e“Required Holders”)) enter into an underwriting agreement in customary form with substantially the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision “Plan of this Section 1.2, if Distribution” attached hereto as Annex A and substantially the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (“Selling Stockholder” section attached hereto as nearly as practicable) to the amount of Registrable Securities of the Company owned by each HolderAnnex B; provided, however, that the number of shares of Registrable Securities no Holder shall be required to be included in named as an “underwriter” without such underwriting shall Holder’s express prior written consent; provided further if a Holder is so required by the SEC by comment letter or otherwise and does not be reduced unless all Other Securities (as defined below) are first entirely excluded from the underwriting. (c) Notwithstanding the foregoingconsent thereto, if the Company shall furnish be relieved of its obligations to include such Holder in the Registration Statement, which shall not constitute an Event or entitle Holder to receive liquidated damages hereunder. Subject to the Holders terms of this Agreement, the Company shall use its commercially reasonable efforts to cause a certificate signed Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the earliest of the dates that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") counsel to the Company pursuant to a written opinion letter to such effect, addressed and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, (i) the Company shall have the right to defer taking action with respect reasonably acceptable to the filing of Transfer Agent and the Shelf Registration Statement for a period of not more than ninety affected Holders (90) days after the Filing Date, (ii) in case a Shelf Registration Statement has been filed but has not become effective, the Company may cause such registration statement to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i“Effectiveness Period”), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice telephonically request effectiveness of its determination to postpone or withdraw a registration statement and Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall promptly notify the Holders via e-mail of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing effectiveness of a registration statement being seriously detrimental to Registration Statement on the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company same Trading Day that the Company has determined to withdraw any registration statement pursuant to telephonically confirms effectiveness with the immediately preceding paragraphCommission, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by which shall be the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt date requested for effectiveness of such noticeRegistration Statement. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the The Company shall, at such time as by 9:30 a.m. (New York City time) on the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) days Trading Day after the effective date of such Registration Statement, file a final Prospectus with the postponement or withdrawal), use its best efforts Commission as required by Rule 424. Failure to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall have withdrawn such request, in which case the Company shall not be considered to have effected deemed an effective registration for the purposes of this AgreementEvent under Section 2(d). (e) The registration statement filed pursuant to this Section 1.2 may include other securities of the Company (i) which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, (ii) which are held by officers and directors of the Company, or (iii) which are being offered for the account of the Company (collectively, the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities").

Shelf Registration. (a) The On or prior to each Filing Date, the Company shallshall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, subject to or, if Rule 415 is not available for offers and sales of the limitations specified in this AgreementRegistrable Securities, use its best efforts (i) to file by such other means of distribution of Registrable Securities as the Holders may reasonably specify. Each Registration Statement filed hereunder shall be on Form S-3 and, if the Company is a shelf WKSI, shall be an automatically effective Registration Statement on Form S-3ASR or, if an existing registration statement on Form S-3 S-3ASR is effective, the Company may file a prospectus supplement to such existing registration statement registering the resale of the Registrable Securities (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the provisions of Section 2(d)), and shall contain (unless otherwise directed by Holders holding at least 85% of Registrable Securities) disclosure substantially in the form of the “Plan of Distribution” attached hereto as Annex A and substantially in the form of the “Selling Stockholder” section attached hereto as Annex B. Subject to the terms of this Agreement, to the extent the Registration Statement is not effective upon filing, the Company shall use commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the 1933 Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461), and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the 1933 Act until the earlier of (a) the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or any other form available pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of a written instruction letter or opinion, as required, to such effect, addressed and acceptable to the Act (Company’s transfer agent and the "Shelf Registration Statement"); affected Holders and (iib) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) three years from after the date of this Agreement (or such shorter period the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall notify the Holders via e-mail of the effectiveness of a Registration Statement promptly following confirmation of effectiveness with the Commission. The Company shall, in accordance with Section 1.4(a))SEC Guidance, file a final Prospectus with the Commission as required by Rule 424. (b) If any offering pursuant to Notwithstanding the registration obligations set forth in Section 1.2(a) hereof involves an underwritten offering2(a), an underwriter will be selected by if the Holders of two-thirds Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3, if the Company is not then outstanding and eligible to register the resale of the Registrable Securities on Form S-3, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be reasonably acceptable obligated to use commercially reasonable efforts to advocate with the Company. In such event, Commission for the right registration of any Holder to include its the resale of all of the Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together accordance with the Company as provided in Section 1.4(e)SEC Guidance, including the 1933 Act Rule Compliance and Disclosure Interpretations Question 612.09. (c) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2Agreement, if the underwriter advises the Holders in writing that marketing factors require Commission or any SEC Guidance sets forth a limitation of on the number of shares Registrable Securities permitted to be underwrittenregistered on a particular Registration Statement as a secondary offering, then including as a result of the application of Rule 415 (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the total number of shares of Registrable Securities to be registered on such Registration Statement will be reduced as follows: (i) First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; (ii) Second, the Company shall reduce Registrable Securities represented by shares of Common Stock other than the Shares (applied, in the case that some of such shares of Common Stock may be included registered, to the Holders on a pro rata basis based on the total number of such unregistered shares of Common Stock held by such Holders); and (iii) Third, the Company shall reduce Registrable Securities represented by the Shares (applied, in the underwriting shall case that some but not all of Shares may be allocated among all Holders thereof in proportion (as nearly as practicable) registered, to the amount Holders on a pro rata basis based on the total number of restricted Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least two (2) Trading Days prior written notice along with the calculations as to such ▇▇▇▇▇▇’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement (the “Cut Back Shares”), as amended (the “Remainder Registration Statement”). From and after such date as the Company is able to effect the registration of the Company owned by each Holderresale of such Cut Back Shares in accordance with any Commission restrictions applicable to such Cut Back Shares (the “Restriction Termination Date”), all of the provisions of this Section 2(c) (including the Company’s obligations with respect to the filing of a Registration Statement and its obligations to use commercially reasonable efforts to have such Registration Statement declared effective within the time periods set forth herein) shall again be applicable to such Cut Back Shares; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all Other Securities (as defined below) are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, (i) the Filing Date for such Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) the date by which the Company shall have the right is required to defer taking action obtain effectiveness with respect to such Cut Back Shares shall be the filing of the Shelf Registration Statement for a period of not more than ninety (90) days 30th calendar day immediately after the Filing Date, Restriction Termination Date (ii) in case a Shelf or the 60th calendar day if the Commission reviews and provides written comments on such Remainder Registration Statement has been filed but has not become effective, the Company may cause such registration statement to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (iStatement), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If Form S-3 is not available for the Company shall give any notice registration of postponement or withdrawal the resale of any registration statementRegistrable Securities hereunder, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), ) register the resale of the Registrable Securities on another appropriate form and (ii) or (iii) of undertake to register the prior paragraph, register any Common Stock, other than pursuant to a registration statement Registrable Securities on Form S-4 or S-8 (or an equivalent registration S-3 as soon as such form then in effect). Each Holder of Registrable Securities agrees thatis available, upon receipt of any notice from the Company provided that the Company has determined to withdraw any registration statement pursuant to shall maintain the immediately preceding paragraph, such Holder will discontinue its disposition effectiveness of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, Registration Statement then in effect until such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement Registration Statement on Form S-3 covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have has been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) days after the date of the postponement or withdrawal), use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement)Commission. (e) The registration statement filed pursuant In no event shall any Holder be identified as a statutory underwriter in any Registration Statement (including a Remainder Registration Statement); provided, that if the Commission requires that a Holder be identified as a statutory underwriter in a Registration Statement, such Holder will have the option, in its sole and absolute discretion, to this Section 1.2 may include other securities of the Company either (i) which are held by persons who, by virtue of agreements with have the Company, are entitled opportunity to include their securities in any withdraw from such registration, Registration Statement upon its prompt written request to the Company or (ii) which are held by officers and directors of be included as such in the Company, or (iii) which are being offered for the account of the Company (collectively, the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities")Registration Statement.

Shelf Registration. (a) On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3, if available, and otherwise on Form S-1, and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall request acceleration of effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on the second Trading Day after confirmation from the Commission that the Registration Statement will not be subject to review, or if subject to review that the Commission has no further comments. The Company shall telephonically confirm effectiveness with the Commission on such 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, subject to by 9:30 a.m. (New York City time) on the limitations specified in this AgreementTrading Day after the effective date of such Registration Statement, use its best efforts (i) to file a shelf registration statement on Form S-3 or any other form available to final Prospectus with the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis Commission as provided required by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a))424. (b) If any offering pursuant to Notwithstanding the registration obligations set forth in Section 1.2(a) hereof involves an underwritten offering2(a), an underwriter will be selected by if the Holders of two-thirds Commission informs the Company that all of the Registrable Securities then outstanding cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form; provided, however, that prior to filing such amendment, the Company shall be reasonably acceptable obligated to use diligent efforts to advocate with the Company. In such event, Commission for the right registration of any Holder to include its all of the Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together accordance with the Company as provided in Section 1.4(e)SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2Agreement, if the underwriter advises the Holders in writing that marketing factors require Commission or any SEC Guidance sets forth a limitation of on the number of shares Registrable Securities permitted to be underwrittenregistered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), then unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in registered on such underwriting shall not Registration Statement will be reduced unless all Other as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; and b. Second, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders. In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as defined below) are first entirely excluded from to such Holder’s allotment. In the underwritingevent the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (cd) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety satisfied this clause (90) days after the Filing Datei)), or (ii) in case the Company fails to file with the Commission a Shelf request for acceleration of a Registration Statement has been filed but has not become effectivein accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company may cause is notified (orally or in writing, whichever is earlier) by the Commission that such registration statement Registration Statement will not be “reviewed” or will not be subject to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) daysfurther review, or (iii) in case prior to the effective date of a Shelf Registration Statement has been filed and has become effectiveStatement, the Company may cause fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such registration statement Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be withdrawn and its effectiveness terminated declared effective, or may postpone amending (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or supplementing (v) after the effective date of a Registration Statement, such registration statement until Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Detrimental Condition no longer existsRegistration Statement, but in no event or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ninety ten (9010) consecutive Trading Days or more than an aggregate of fifteen (15) Trading Days (which need not be consecutive calendar days. The Company may not declare a Detrimental Condition) during any 12-month period (any such failure or breach being referred to as an “Event”, or take any and for purposes of the actions specified in clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) or the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) Trading Day period is exceeded, and for purpose of clause (v) the preceding sentence date on which such ten (and can take only one such action specified in clauses(i10) or fifteen (15) Trading Day period, as applicable, is exceeded being referred to as “Event Date”), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer existsthen, in addition to any other rights the Holders may have hereunder or under applicable law, on each case, promptly after such Event Date and on each monthly anniversary of each such Event Date (if the occurrence thereof. The following events or circumstances may result in applicable Event shall not have been cured by such date) until the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list applicable Event is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statementcured, the Company shall notpay to each Holder an amount in cash, during as partial liquidated damages and not as a penalty, equal to the period product of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of 1.0% multiplied by the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each aggregate Subscription Amount paid by such Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, Purchase Agreement; The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 6.0% of the aggregate Subscription Amount paid by such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such noticePurchase Agreement. If the Company shall have withdrawn or prematurely terminated a registration statement filed under fails to pay any partial liquidated damages pursuant to this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) full within seven days after the date of the postponement or withdrawal)payable, use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall not be considered apply on a daily pro rata basis for any portion of a month prior to have effected the cure of an effective registration for the purposes of this Agreement)Event. (e) The If Form S-3 is not available for the registration statement filed pursuant to this Section 1.2 may include other securities of the resale of Registrable Securities hereunder, the Company shall (i) which are held by persons who, by virtue register the resale of agreements with the Company, are entitled to include their securities in any such registration, Registrable Securities on another appropriate form and (ii) which are held by officers and directors undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the CompanyRegistration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. (f) Notwithstanding anything to the contrary contained herein, or (iii) which are being offered for the account of in no event shall the Company (collectively, be permitted to name any Holder or affiliate of a Holder as any Underwriter without the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities")prior written consent of such Holder.

Shelf Registration. (ai) The Company shall, subject to shall (x) within 30 business days of (A) the limitations specified in this Agreement, use its best efforts (i) to file a shelf registration statement on Form S-3 or any other form available to the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement")Second Closing; and (iiB) delivery of a written request to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)). (b) If any offering pursuant to Section 1.2(a) hereof involves an underwritten offering, an underwriter will be selected by the Holders of two-thirds of the register Registrable Securities then outstanding and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all Other Securities Stock (as defined below) are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer any holder or President of the Company stating thatholders owning, in the good faith judgment aggregate, at least 51% of the Board of Directors of Registrable Stock, file with the Company, it would be seriously detrimental Securities and Exchange Commission (a the "Detrimental ConditionSEC") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, (i) the Company shall have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety (90) days after the Filing Date, (ii) in case a Shelf Registration Statement has been filed but has not become effective, (as defined below) relating to the Company may cause offer and sale of the shares of Common Stock or other securities issued or issuable upon conversion of the Debentures or exercise the Warrants (the "Registrable Stock") by the holders of Registrable Stock from time to time in accordance with the methods of distribution elected by such registration statement to be withdrawn or may postpone amending or supplementing holders and set forth in such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed Statement, and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90y) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) days after the date of the postponement or withdrawal), use its best efforts to effect the registration cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable; provided that the holders of Registrable Stock may not request the Company to file a Shelf Registration Statement unless and until (x) such holders have the right at such time to convert the Debentures into Common Stock pursuant to Section 3(a) of the Debentures. "Register," "registered" and "registration" each refer to a registration of Registrable Securities covered Stock effected by filing with the withdrawn or postponed SEC a registration statement in accordance compliance with this Section 1.2 (unless the Holder shall have withdrawn Securities Act and the declaration or ordering by the SEC of effectiveness of such request, in which case the Company shall not be considered to have registration statement. "Shelf Registration" means a registration effected an effective registration for the purposes of this Agreement). (e) The registration statement filed pursuant to this Section 1.2 may include other securities 7. "Shelf Registration Statement" means a shelf registration statement of the Company (i) which are held by persons who, by virtue of agreements filed with the Company, are entitled SEC pursuant to include their securities in any such registration, (ii) the provisions of this Section 7 which are held by officers and directors covers some or all of the CompanyRegistrable Stock, as applicable, on an appropriate form under Rule 415 under the Securities Act, or (iii) which are being offered for any similar rule that may be adopted by the account of SEC, amendments and supplements to such registration statement, including post-effective amendments, in each case including the Company (collectivelyprospectus contained therein, the securities referred to in clauses (i), (ii) all exhibits thereto and (iii) in this paragraph are hereinafter referred to as the "Other Securities")all material incorporated by reference therein.

Shelf Registration. On or prior to the Filing Date, the Company shall prepare and file with the Commission a 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 S-2 (a) if the Company is not then eligible to register for resale the Registrable Securities on Form S-2, such registration shall be on another appropriate form in accordance herewith as the Holders of a majority in interest of the Registrable Securities may consent). The Company shall, subject to the limitations specified in this Agreement, shall use its best efforts (i) to file a shelf registration statement on Form S-3 or cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any other form available event prior to the Company within ninety (90) days from Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effec­tive under the Securities Act until the date hereof (the "Filing Date") covering the registration under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of which is two (2) years from after the date of this Agreement (Effectiveness Date or such shorter period in accordance with Section 1.4(a)). (b) If any offering earlier date when all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Section 1.2(aRule 144(k) hereof involves an underwritten offering, an underwriter will be selected as determined by the Holders of two-thirds of counsel to the Registrable Securities then outstanding Company pursuant to a written opinion letter to such effect, addressed and shall be reasonably acceptable to the Company. In such event's transfer agent (the "Effectiveness Period"), the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all Other Securities (as defined below) are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, (i) the Company shall not be deemed to have used its best efforts to keep the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety (90) days after effective during the Filing Date, (ii) in case a Shelf Registration Statement has been filed but has not become effective, the Company may cause such registration statement to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take Effectiveness Period if it voluntarily takes any of the actions specified in clauses (i), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may would result in the filing of a registration statement Holders not being seriously detrimental able to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering sell the Registrable Securities covered by such Registration Statement during the withdrawn registration statement Effectiveness Period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and such registration statement shall have been the Commission has not declared it effective and shall (ii) if, after the Effectiveness Period, the Holder cannot have been withdrawn. If sell the Registrable Securities pursuant to Rule 144 as reasonably determined by the counsel to the Company pursuant to a written opinion letter to such effect, then the Company shall give any notice of withdrawal or postponement of promptly thereafter prepare and file with the Commission a registration statement, the Company shall, at Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 as described above and shall keep such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) days after the date of the postponement or withdrawal), use its best efforts to effect the registration Registration Statement effective under the Securities Act of until the Registrable Securities covered by the withdrawn have been sold or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company shall not again may be considered sold without volume limitations pursuant to have effected an effective registration for the purposes of this AgreementRule 144(k). (e) The registration statement filed pursuant to this Section 1.2 may include other securities of the Company (i) which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, (ii) which are held by officers and directors of the Company, or (iii) which are being offered for the account of the Company (collectively, the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities").

Shelf Registration. (a) On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form F-1, or such other form available to register for resale the Registrable Securities, and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Shareholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall promptly notify the Holders via e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, subject to by 9:30 a.m. (New York City time) on the limitations specified in this AgreementTrading Day after the effective date of such Registration Statement, use its best efforts (i) to file a shelf registration statement on Form S-3 or any other form available final Prospectus with the Commission as required by Rule 424. Failure to the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration so file a final Prospectus as foresaid shall be deemed an Event under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)2(d). (b) If any offering pursuant to Notwithstanding the registration obligations set forth in Section 1.2(a) hereof involves an underwritten offering2(a), an underwriter will be selected by if the Holders of two-thirds Commission informs the Company that all of the Registrable Securities then outstanding cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form F-1 or such other form available to register for resale the Registrable Securities as a secondary offering; with respect to filing on Form F-1 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be reasonably acceptable obligated to use diligent efforts to advocate with the Company. In such event, Commission for the right registration of any Holder to include its all of the Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together accordance with the Company as provided in Section 1.4(e)SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 1.22(d), if the underwriter advises the Holders in writing that marketing factors require Commission or any SEC Guidance sets forth a limitation of on the number of shares Registrable Securities permitted to be underwrittenregistered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), then unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in registered on such underwriting shall not Registration Statement will be reduced unless all Other as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; and b. Second, the Company shall reduce Registrable Securities represented by ADSs (applied, in the case that some ADSs may be registered, to the Holders on a pro rata basis based on the total number of unregistered ADSs). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as defined below) are first entirely excluded from to such H▇▇▇▇▇’s allotment. In the underwritingevent the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form F-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (cd) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company shall have files the right Initial Registration Statement without affording the Holders the opportunity to defer taking action with respect to review and comment on the same as required by Section 3(a) herein or the Company subsequent withdraws the filing of the Shelf Registration Statement for a period Statement, the Company shall be deemed to have not satisfied this clause as of not more than ninety (90) days after the Filing Date), or (ii) in case the Company fails to file with the Commission a Shelf request for acceleration of a Registration Statement has been filed but has not become effectivein accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company may cause is notified (orally or in writing, whichever is earlier) by the Commission that such registration statement Registration Statement will not be “reviewed” or will not be subject to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) daysfurther review, or (iii) in case prior to the effective date of a Shelf Registration Statement has been filed and has become effectiveStatement, the Company may cause fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such registration statement Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Conditiondeclared effective, or take any (iv) a Registration Statement registering for resale all of the actions specified in clauses (i), (ii) or (iii) Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the preceding sentence Initial Registration Statement (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of provided if the fact that Registration Statement does not allow for the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder resale of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company at prevailing market prices (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such noticeie. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or courtonly allows for fixed price sales), the Company shall have been deemed to have not satisfied this clause), or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be considered consecutive calendar days) during any 12-month period (any such failure or breach being referred to have effected as an effective registration “Event”, and for the purposes of this Agreement until clauses (i) and (iv), the Company shall date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have filed a new registration statement covering hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and applicable Event shall not have been withdrawncured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the gross cash proceeds price per Class A Unit paid to the Company by the applicable underwriters (as set forth in the Registration Statement that is declared effective by the SEC) multiplied by the aggregate number of ADS issued to such Holder pursuant to the License Agreement. If the Company shall give fails to pay any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but partial liquidated damages pursuant to this Section in no event later than ninety (90) full within seven days after the date of the postponement or withdrawal)payable, use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company will pay interest thereon at a rate of 15% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. Notwithstanding anything herein to the contrary, a Holder shall not be considered entitled to have effected an effective registration for the purposes damages set forth in this Section 2(d) if and to the extent such Holder has not provided a broker letter confirming the resale of this Agreement).the ADS that contains all of the information set forth in the form attached as Annex C. (e) The registration statement filed pursuant Notwithstanding anything to this Section 1.2 may include other securities of the contrary contained herein, in no event shall the Company (i) which are held by persons who, by virtue be permitted to name any Holder or affiliate of agreements with a Holder as any underwriter without the Company, are entitled to include their securities in any prior written consent of such registration, (ii) which are held by officers and directors of the Company, or (iii) which are being offered for the account of the Company (collectively, the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities")Holder.

Shelf Registration. (a) The Company shall, subject to shall promptly prepare and file with the limitations specified in this Agreement, use its best efforts (i) to file Commission a shelf registration statement on Form S-3 or any other form available to the Company within ninety (90) days from the date hereof (the "Filing Date") Shelf" Registration Statement covering the registration under the Act resale of all Registrable Securities then outstanding for an offering to be offered or sold made on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith as the Holders may consent) and shall contain (except if otherwise directed by the Holders) the "Plan of Distribution" attached hereto as Annex A, and cause the Registration Statement to become effective and remain effective as provided herein. The Company shall use all 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 shall use all commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is two years after the date that such Registration Statement is declared effective by the Commission or such earlier date when all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume limitations or other restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Shelf Registration StatementEffectiveness Period"); and (ii) , provided, that the Company shall not be deemed to maintain have used all commercially reasonable efforts to keep the effectiveness of the Shelf Registration Statement for effective during the Effectiveness Period if it voluntarily takes any action that would result in the Holders not being able to sell the Registrable Securities covered by such Registration Statement during the Effectiveness Period, unless such action is required under applicable law or the Company has filed a period of two (2) years from post-effective amendment to the date of this Agreement (or such shorter period in accordance with Section 1.4(a))Registration Statement and the Commission has not declared it effective. (b) If any offering pursuant to Section 1.2(a) hereof involves an underwritten offering, an underwriter will be selected by the Holders of two-thirds of the Registrable Securities then outstanding and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares The initial Registration Statement required to be underwritten, then the filed hereunder shall include a number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) Common Stock equal to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all Other Securities (as defined below) are first entirely excluded from the underwritingno less than 4,687,500. (c) Notwithstanding If: (a) the foregoingRegistration Statement fails to become effective by the 120th day after the Closing Date or (b) the Registration Statement, if after it is filed with and declared effective by the Company shall furnish Commission, ceases to be effective as to all Registrable Securities covered thereby at any time prior to the Holders expiration of the Effectiveness Period without being succeeded within fifteen Trading Days by an amendment to such Registration Statement or by a certificate signed subsequent Registration Statement filed with and declared effective by the Chief Executive officer or President of the Company stating thatCommission, in the good faith judgment of the Board of Directors each case other than as a result of the Company, it would be seriously detrimental 's ineligibility to use Form S-3 as a result of being delisted from Nasdaq (a any such failure or breach being referred to as an "Detrimental Condition") to the Company Event," and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, purposes of clause (ia) the Company shall have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a date on which such 120 day period of not more than ninety (90) days after the Filing Closing Date is exceeded or for purposes of clause (b) the date on which such fifteen Trading Day-period is exceeded, being referred to as "Event Date, (ii) in case a Shelf Registration Statement has been filed but has not become effective, the Company may cause such registration statement to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i"), (ii) or (iii) of then, on each such Event Date and on each monthly anniversary thereof until the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list applicable Event is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statementcured, the Company shall notpay to each Holder an amount in cash, during as "Liquidated Damages" for the period estimated cost to the Holder of postponement or withdrawal pursuant not having liquid securities in the time contemplated by the Transaction Documents (as defined in the Purchase Agreement) and not as penalty, equal to clauses (i), (ii) or (iii) 2% of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form stated value of the Preferred Stock then in effect). Each held by such Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such noticePurchase Agreement. If the Company shall have withdrawn or prematurely terminated a registration statement filed under fails to pay any liquidated damages pursuant to this Section 1.2 in full within seven (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (907) days after the date of the postponement or withdrawal)payable, use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company shall not will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be considered paid by applicable law) to have effected an effective registration for the purposes of this Agreement). (e) Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The registration statement filed liquidated damages pursuant to this Section 1.2 may include other securities the terms hereof shall apply on a pro-rata basis for any portion of a month prior to the Company (i) which are held by persons who, by virtue cure of agreements with the Company, are entitled to include their securities in any such registration, (ii) which are held by officers and directors of the Company, or (iii) which are being offered for the account of the Company (collectively, the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities")an Event.

Shelf Registration. (a) On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible, or the resale of the Registerable Securities is not eligible, to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on Form S-1 or another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least a majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold by a non-Affiliate of the Company without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall promptly notify the Holders via e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, subject 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 limitations specified in this Agreement, use its best efforts Holder within one (i1) Trading Day of such notification of effectiveness or failure to file a shelf registration statement on Form S-3 or any other form available to the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration final Prospectus as foresaid shall be deemed an Event under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)2(d). (b) If any offering pursuant to Notwithstanding the registration obligations set forth in Section 1.2(a) hereof involves an underwritten offering2(a), an underwriter will be selected by if the Holders of two-thirds Commission informs the Company that all of the Registrable Securities then outstanding cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be reasonably acceptable obligated to use diligent efforts to advocate with the Company. In such event, Commission for the right registration of any Holder to include its all of the Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together accordance with the Company as provided in Section 1.4(e)SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 1.22(d), if the underwriter advises the Holders in writing that marketing factors require Commission or any SEC Guidance sets forth a limitation of on the number of shares Registrable Securities permitted to be underwrittenregistered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), then unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in registered on such underwriting shall not Registration Statement will be reduced unless all Other as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce Registrable Securities represented by Warrant Shares underlying the Warrants (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares underlying the Warrants held by such Holders); and c. Third, the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least three (3) Trading Days prior written notice along with the calculations as defined below) are first entirely excluded from to such Holder’s allotment. In the underwritingevent the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by the Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (cd) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety satisfied this clause (90) days after the Filing Datei)), or (ii) in case the Company fails to file with the Commission a Shelf request for acceleration of a Registration Statement has been filed but has not become effectivein accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company may cause is notified (orally or in writing, whichever is earlier) by the Commission that such registration statement Registration Statement will not be “reviewed” or will not be subject to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) daysfurther review, or (iii) in case prior to the effective date of a Shelf Registration Statement has been filed and has become effectiveStatement, the Company may cause fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such registration statement Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be withdrawn and its effectiveness terminated declared effective, or may postpone amending (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or supplementing (v) after the effective date of a Registration Statement, such registration statement until Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Detrimental Condition no longer existsRegistration Statement, but in no event or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than forty-five (45) consecutive calendar days or more than an aggregate of ninety (90) calendar days (which need not be consecutive calendar days. The Company may not declare a Detrimental Condition) during any 12-month period (any such failure or breach being referred to as an “Event”, or take any and for purposes of the actions specified in clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) or the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the preceding sentence date on which such forty-five (and can take only one such action specified in clauses(i45) or ninety (90) calendar day period, as applicable, is exceeded being referred to as “Event Date”), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer existsthen, in addition to any other rights the Holders may have hereunder or under applicable law, on each case, promptly after such Event Date and on each monthly anniversary of each such Event Date (if the occurrence thereof. The following events or circumstances may result in applicable Event shall not have been cured by such date) until the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list applicable Event is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statementcured, the Company shall notpay to each Holder an amount in cash, during as partial liquidated damages and not as a penalty, equal to the period product of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of 1.0% multiplied by the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each aggregate Subscription Amount paid by such Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, Purchase Agreement. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 2.0% of the aggregate Subscription Amount paid by such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such noticePurchase Agreement. If the Company shall have withdrawn or prematurely terminated a registration statement filed under fails to pay any partial liquidated damages pursuant to this Section 1.2 in full within seven (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (907) days after the date of the postponement or withdrawal)payable, use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall not be considered apply on a daily pro rata basis for any portion of a month prior to have effected the cure of an effective registration for the purposes of this Agreement)Event. (e) The If Form S-3 is not available for the registration statement filed pursuant to this Section 1.2 may include other securities of the resale of Registrable Securities hereunder, the Company shall (i) which are held by persons who, by virtue register the resale of agreements with the Company, are entitled to include their securities in any such registration, Registrable Securities on another appropriate form and (ii) which are held by officers and directors undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the CompanyRegistration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. (f) Notwithstanding anything to the contrary contained herein, or (iii) which are being offered for the account of in no event shall the Company (collectively, be permitted to name any Holder or affiliate of a Holder as any underwriter without the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities")prior written consent of such Holder.

Shelf Registration. (a) The Company shallhereby represents and warrants to the Holders that (i) the Company is currently “in registration” with respect to a registration statement covering the Common Stock held by Auto Data Network, Inc., which Common Stock will be distributed as a dividend to Auto Data Network, Inc.’s shareholders upon such registration statement being declared effective, and (ii) in connection with a recently completed private placement of Common Stock in the gross amount of $2,500,000, the Company has granted registration rights to the holders of such Common Stock pursuant to a registration rights agreement, a true and complete copy of which has been provided by the Company to Convest Capital, LLC (the “Private Placement Rights Agreement”). Following the successful completion of the registration process for the Common Stock held by Auto Data Network, Inc., and subject to the limitations specified in this Agreement, use its best efforts Company’s obligations under the Private Placement Rights Agreement (i) it being the Company’s intention to file a shelf single Registration Statement covering the Registrable Shares and the Common Stock entitled to the benefit of the Private Placement Rights Agreement), the Company shall prepare and file with the SEC, within sixty (60) days after the first date on which filing thereof is permitted by the SEC following the effectiveness of the registration statement in respect of the Common Stock held by Auto Data Network, Inc (or, if such registration statement is not declared effective by May 1, 2008, then the Registration Statement hereunder shall be filed not later than June 30, 2008, a Registration Statement on Form S-3 or any other a form available to the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration that is appropriate under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement(and, if available, pursuant to Rule 415 promulgated under the Act), covering the resale of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)). (b) If any offering pursuant to Section 1.2(a) hereof involves an underwritten offering, an underwriter will be selected by the Holders of two-thirds all of the Registrable Securities then outstanding Securities, in an amount sufficient to cover the resale of all Conversion Shares, Warrant Shares and shall be reasonably acceptable additional shares of Common Stock issuable pursuant to the Company. In such event, anti-dilution provisions of the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting Term Note and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each HolderWarrants; provided, however, that in the event that the SEC limits the number of shares of Registrable Securities to Shares which may be included in such underwriting shall not be reduced unless all Other Securities (as defined below) are first entirely excluded from the underwriting. (c) Notwithstanding the foregoingRegistration Statement, if then the Company shall, as promptly thereafter as shall furnish to the Holders a certificate signed be permitted by the Chief Executive officer SEC, file one or President of more additional Registration Statements covering the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") Registrable Shares which are not subject to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, (i) the Company shall have the right to defer taking action with respect to the filing of the Shelf an effective Registration Statement for a period of not more than ninety (90) days after the Filing Date, (ii) in case a Shelf Registration Statement has been filed but has not become effective, the Company may cause such registration statement to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month periodhereunder. The Company shall give written notice not be subject to any fees under Section 2(c) below by reason of its determination to postpone or withdraw a registration statement and any limitation imposed by the SEC as aforesaid, provided that this sentence shall not absolve the Company of any such fees which may be payable in the fact event that the Detrimental Condition for such postponement Company fails to file or withdrawal no longer exists, have declared effective an additional Registration Statement in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or otheraccordance with Section 2(c)(ii) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusivebelow. (db) If the The Company shall give any notice of postponement or withdrawal of any registration statementuse its best efforts to cause the Registration Statement (or, if applicable, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (iiinitial Registration Statement) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed required by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant 2 to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If under the Company shall give any notice of withdrawal or postponement of a registration statementAct as promptly as possible after the filing thereof, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no any event not later than ninety (90) days after the date of filing thereof; and the postponement or withdrawal), Company shall further use its best efforts to effect cause any additional Registration Statement(s) contemplated by the registration proviso to Section 2(a) above to be declared effective under the Securities Act as promptly as possible (and in any event within ninety (90) days) after the SEC shall permit the filing thereof. (c) If (i) the Registration Statement required by this Section 2 (or, if applicable, the initial Registration Statement) is not filed within sixty (60) days after the date first permitted to be filed, or is not declared effective under the Act within one hundred fifty (150) days after same is first permitted to be filed, (ii) any additional Registration Statement(s) contemplated by the proviso to Section 2(a) above is not filed promptly after the filing thereof as permitted by the SEC, or is not declared effective within ninety (90) days after the filing thereof, or (iii) any Registration Statement required by this Section 2 shall cease to be available for use by the Holders as selling stockholders (A) as provided under Section 2(f) below where such unavailability continues for a period in excess of five (5) trading days beyond the allowed time period, or (B) for any other reason including, without limitation, by reason of a stop order, a material misstatement or omission in such Registration Statement or the information contained in such Registration Statement having become outdated and continues to be unavailable for a period in excess of thirty (30) days (which need not be consecutive days) in any twelve (12) month period, then the Company shall pay to the Holders, ratably in proportion to the number of Registrable Shares held by the respective Holders, a cash fee equal to the product of $500 multiplied by the number of calendar days during which any of the Registrable Securities covered by events described in clauses (i) or (ii) above occurs and is continuing (the withdrawn or postponed registration statement in accordance with “Blackout Period”); provided, however, that the aggregate of such fees payable under this Section 1.2 (unless the Holder 2(c) shall have withdrawn such requestnot exceed $500,000; and further provided, in which case that the Company shall not be considered liable to have effected an pay any fees under this Section 2(c) to the extent that the occurrence of the events described in clauses (i) or (ii) above arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information furnished to the Company by a Holder for inclusion in the Registration Statement. Each such payment shall be due within five (5) Business Days after the end of each 30-day period of the Blackout Period until the termination of the Blackout Period and within five (5) Business Days after such termination. The Blackout Period shall terminate upon the filing or effectiveness (as the case may be) of the Registration Statement in the case of clause (i) above and upon notice from the Company that the Registration Statement is again available in the case of clause (ii) above. The foregoing notwithstanding, the Company shall not be subject to the foregoing fees to the extent that such fees arise solely by reason of the Company’s compliance with its obligations under the Private Placement Rights Agreement. (d) The Company shall use its best efforts to keep each Registration Statement under this Section 2 effective registration for at all times during the purposes of this Agreement)applicable Registration Period. (e) The registration statement filed If any offering pursuant to a Registration Statement pursuant to this Section 1.2 2 involves an underwritten offering (which may include other securities of the Company (i) which are held by persons who, by virtue of agreements only be with the Company, are entitled to include their securities in any such registration, (ii) which are held by officers and directors consent of the Company, which shall not be unreasonably withheld or delayed), (i) the Holders (acting by a majority in interest) shall have the right to select legal counsel and an investment banker or bankers and manager or managers to administer to the offering, which investment banker or bankers or manager or managers shall be reasonably satisfactory to the Company, and (ii) the Company shall promptly enter into a customary agreement with the subject under rider (s) containing customary inspection rights, indemnifications and other customary provisions. (f) If the Registrable Securities are registered for resale under an effective Registration Statement, the Holders shall cease any distribution of such Shares under such Registration Statement: (i) for a period of up to six (6) months if (A) such distribution would require the public disclosure of material non-public information concerning any transaction or negotiations involving the Company or any of its Affiliates that, in the reasonable judgment of the Company’s Board of Directors, would materially interfere with such transaction or negotiations, or (iiiB) which are being offered such distribution would otherwise require premature disclosure of information that, in the reasonable judgment of the Company’s Board of Directors, would adversely affect or otherwise be detrimental to the Company; provided that the Company shall not invoke this clause (i) more than once in any twelve (12) month period or for more than six (6) months in any such twelve (12) month period; (ii) not more than once in any twelve (12) month period, for up to thirty (30) days, upon the request of the Company if the Company proposes to file a Registration Statement under the Act for the offering and sale of securities for its own account in an underwritten offering and the managing underwriter therefor shall advise the Company in writing that in its opinion the continued distribution of the Registrable Securities would adversely affect the offering of the securities proposed to be registered for the account of the Company; and (iii) for a period of up to sixty (60) days after the filing of the Company’s annual report on Form 10-K or Form 10-KSB, the quiet period running from the end of a fiscal quarter of the Company until the applicable Form 10-Q or Form 10-QSB has been filed, or other event that requires the filing of a post-effective amendment to any Registration Statement hereunder, so long as the Company has filed and is during such period actively pursuing effectiveness of such post-effective amendment with the staff of the SEC. The Company shall promptly notify the Holders in writing at such time as (x) such transactions or negotiations have been otherwise publicly disclosed or terminated, or (y) such non-public information has been publicly disclosed or counsel to the Company has determined that such disclosure is not required due to subsequent events. (g) The Company shall (i) permit the Holders’ counsel to review (A) such Registration Statement, and all amendments and supplements thereto, in each case to the extent of any information with respect to the Holders, their and their Affiliates’ beneficial ownership of securities of the Company, and their intended method of disposition of Registrable Securities, and (B) all requests for acceleration or effectiveness thereof and any correspondence between the Company and the SEC relating to the Registration Statement (collectively, the securities referred “Registration Documents”), for a reasonable period of time prior to in clauses (i)their filing with the SEC, (ii) not file (or send) any Registration Documents in a form to which such counsel reasonably objects (and the running of any time period will be tolled during the period of any such review), and (iii) not request acceleration of such Registration Statement without prior notice to such counsel. The sections of such Registration Statement covering information with respect to the Holders, their and their Affiliates’ beneficial ownership of securities of the Company, and their intended method of disposition of Registrable Securities shall conform in all material respects to the information provided to the Company by the Holders. (h) The Registration Statement pursuant to this paragraph are hereinafter referred Section 2 shall not, except for Common Stock entitled to the benefit of the Private Placement Rights Agreement or otherwise as consented to in writing by the "Other Securities")Holders of a majority of the Registrable Shares, include any securities other than Registrable Shares. (i) The Company shall bear all of the Costs and Expenses of the Registration pursuant to this Section 2.

Shelf Registration. (a) On or prior to the initial Filing Date, the Company shall prepare and file with the Commission a "Shelf" Registration Statement covering the resale of 110% of the Registrable Securities (other than as to the Warrant Shares) on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415, and on or prior to each subsequent Filing Date, (including the Filing Date as to the Warrant Shares and any other Registrable Securities not covered by such initial Registration Statement, which Registration Statement shall be filed only after the Effective Date and within 30 calendar days that a Holder requests in writing that the Company file such Registration Statement), the Company shall prepare and file with the Commission a "Shelf" Registration Statement covering the resale of 130% of the Registrable Securities (including the Warrant Shares) on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by the Holders) substantially the "Plan of Distribution" attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause 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 all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period"). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a Registration Statement. The Company shall, subject to by 9:30 am Eastern Time on the limitations specified Trading Day after the Effective Date (as defined in this the Purchase Agreement), use its best efforts (i) to file a shelf registration statement on Form S-3 or any other form available 424(b)(5) with the Commission. Failure to so notify the Company Holder within ninety (90) days from the date hereof (the "Filing Date") covering the registration 1 Trading Day of such notification shall be deemed an Event under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)2(b). (b) If any offering pursuant If: (i) a Registration Statement is not filed on or prior to Section 1.2(a) hereof involves an underwritten offering, an underwriter will be selected by the Holders of two-thirds of the Registrable Securities then outstanding and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall Filing Date (together with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all Other Securities (as defined below) are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to files a Registration Statement without affording the Holders a certificate signed the opportunity to review and comment on the same as required by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, (i) the Company shall have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety (90) days after the Filing Date, (ii) in case a Shelf Registration Statement has been filed but has not become effective, the Company may cause such registration statement to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court3(a), the Company shall not be considered deemed to have effected an effective registration for the purposes of satisfied this Agreement until clause (i)), or (ii) the Company shall have filed fails to file with the Commission a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but request for acceleration in no event later than ninety (90) days after the date of the postponement or withdrawal), use its best efforts to effect the registration accordance with Rule 461 promulgated under the Securities Act Act, within five Trading Days of the Registrable Securities covered date that the Company is notified (orally or in writing, whichever is earlier) by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company shall Commission that a Registration Statement will not be considered "reviewed," or not subject to have effected an effective registration for the purposes of this Agreement). (e) The registration statement filed pursuant to this Section 1.2 may include other securities of the Company (i) which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, (ii) which are held by officers and directors of the Companyfurther review, or (iii) which are being offered for the account of prior to its Effectiveness Date, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 15 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, or (collectivelyiv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission by its Effectiveness Date, or (v) after the securities Effectiveness Date, a Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities for 20 consecutive calendar days but no more than an aggregate of 30 calendar days during any 12-month period (which need not be consecutive Trading Days) (any such failure or breach being referred to in clauses as an "Event", and for purposes of clause (i)) or (iv) the date on which such Event occurs, or for purposes of clause (ii) and the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) in this paragraph are hereinafter the date which such 15 calendar day period is exceeded, or for purposes of clause (v) the date on which such 20 or 30 calendar day period, as applicable, is exceeded being referred to as the "Other SecuritiesEvent Date"), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event.

Shelf Registration. (a) On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible, or the resale of the Registrable Securities is not eligible, to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on Form S-1 or another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, subject 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 limitations specified in this Agreement, use its best efforts Holder within one (i1) Trading Day of such notification of effectiveness or failure to file a shelf registration statement on Form S-3 or any other form available to the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration final Prospectus as foresaid shall be deemed an Event under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)2(d). (b) If any offering pursuant to Notwithstanding the registration obligations set forth in Section 1.2(a) hereof involves an underwritten offering2(a), an underwriter will be selected by if the Holders of two-thirds Commission informs the Company that all of the Registrable Securities then outstanding cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; with respect to filing on Form S-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be reasonably acceptable obligated to use diligent efforts to advocate with the Company. In such event, Commission for the right registration of any Holder to include its all of the Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together accordance with the Company as provided in Section 1.4(e)SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 1.22(d), if the underwriter advises the Holders in writing that marketing factors require Commission or any SEC Guidance sets forth a limitation of on the number of shares Registrable Securities permitted to be underwrittenregistered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), then unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in registered on such underwriting shall not Registration Statement will be reduced unless all Other as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce Registrable Securities represented by Warrant Shares underlying the Series A Warrants and the Series B Warrants (applied, in the case that some Warrant Shares underlying the Series A Warrants and the Series B Warrants may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares underlying the Series A Warrants and the Series B Warrants held by such Holders); and c. Third, the Company shall reduce Registrable Securities represented by Shares and the Pre-Funded Warrants (applied, in the case that some Shares and the Pre-Funded Warrants may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares and the Pre-Funded Warrants held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as defined below) are first entirely excluded from to such Holder’s allotment. In the underwritingevent the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by the Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (cd) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety satisfied this clause (90) days after the Filing Datei)), or (ii) in case the Company fails to file with the Commission a Shelf request for acceleration of a Registration Statement has been filed but has not become effectivein accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company may cause is notified (orally or in writing, whichever is earlier) by the Commission that such registration statement Registration Statement will not be “reviewed” or will not be subject to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) daysfurther review, or (iii) in case prior to the effective date of a Shelf Registration Statement has been filed and has become effectiveStatement, the Company may cause fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such registration statement Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be withdrawn and its effectiveness terminated declared effective, or may postpone amending (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or supplementing (v) after the effective date of a Registration Statement, such registration statement until Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Detrimental Condition no longer existsRegistration Statement, but in no event or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ninety ten (9010) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days. The Company may not declare a Detrimental Condition) during any 12-month period (any such failure or breach being referred to as an “Event”, or take any and for purposes of the actions specified in clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) or the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the preceding sentence date on which such ten (and can take only one such action specified in clauses(i10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer existsthen, in addition to any other rights the Holders may have hereunder or under applicable law, on each case, promptly after such Event Date and on each monthly anniversary of each such Event Date (if the occurrence thereof. The following events or circumstances may result in applicable Event shall not have been cured by such date) until the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list applicable Event is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statementcured, the Company shall notpay to each Holder an amount in cash, during as partial liquidated damages and not as a penalty, equal to the period product of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of 2.0% multiplied by the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each aggregate Subscription Amount paid by such Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such noticePurchase Agreement. If the Company shall have withdrawn or prematurely terminated a registration statement filed under fails to pay any partial liquidated damages pursuant to this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) full within seven days after the date of the postponement or withdrawal)payable, use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall not be considered apply on a daily pro rata basis for any portion of a month prior to have effected the cure of an effective registration for the purposes of this Agreement)Event. (e) The If Form S-3 is not available for the registration statement filed pursuant to this Section 1.2 may include other securities of the resale of Registrable Securities hereunder, the Company (i) which are held by persons who, by virtue of agreements with shall register the Company, are entitled to include their securities in any such registration, (ii) which are held by officers and directors resale of the CompanyRegistrable Securities on another appropriate form. (f) Notwithstanding anything to the contrary contained herein, or (iii) which are being offered for the account of in no event shall the Company (collectively, be permitted to name any Holder or affiliate of a Holder as any underwriter without the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities")prior written consent of such Holder.

Shelf Registration. (a) On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 and shall ​ contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its commercially reasonable best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its commercially reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, subject 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 limitations specified in this Agreement, use its best efforts Holder within one (i1) Trading Day of such notification of effectiveness or failure to file a shelf registration statement on Form S-3 or any other form available to the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration final Prospectus as foresaid shall be deemed an Event under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis as provided by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a)2(d). (b) If any offering pursuant to Notwithstanding the registration obligations set forth in Section 1.2(a) hereof involves an underwritten offering2(a), an underwriter will be selected by if the Holders of two-thirds Commission informs the Company that all of the Registrable Securities then outstanding cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-1 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be reasonably acceptable obligated to use diligent efforts to advocate with the Company. In such event, Commission for the right registration of any Holder to include its all of the Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together accordance with the Company as provided in Section 1.4(e)SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. ​ (c) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 1.22(d), if the underwriter advises the Holders in writing that marketing factors require Commission or any SEC Guidance sets forth a limitation of on the number of shares Registrable Securities permitted to be underwrittenregistered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), then unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in registered on such underwriting shall not Registration Statement will be reduced unless all Other as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce Registrable Securities represented by Preferred Investment Option Shares (applied, in the case that some Preferred Investment Option Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Preferred Investment Option Shares held by such Holders); and c. Third, the Company shall reduce Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as defined below) are first entirely excluded from to such Holder’s allotment. In the underwritingevent the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (cd) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety satisfied this clause (90) days after the Filing Datei)), or (ii) in case the Company fails to file with the Commission a Shelf request for acceleration of a Registration Statement has been filed but has not become effectivein accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company may cause is notified (orally or in writing, whichever is earlier) by the Commission that such registration statement Registration Statement will not be “reviewed” or will not be subject to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) daysfurther review, or (iii) in case prior to the effective date of a Shelf Registration Statement has been filed and has become effectiveStatement, the Company may cause fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such registration statement Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be withdrawn and its effectiveness terminated declared effective, or may postpone amending (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or supplementing (v) after the effective date of a Registration Statement, such registration statement until Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Detrimental Condition no longer existsRegistration Statement, but in no event or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ninety ten (9010) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days. The Company may not declare a Detrimental Condition) during any 12-month period (any such failure or breach being referred to as an “Event”, or take any and for purposes of the actions specified in clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) or the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the preceding sentence date on which such ten (and can take only one such action specified in clauses(i10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer existsthen, in addition to any other rights the Holders may have hereunder or under applicable law, on each case, promptly after such Event Date and on each monthly anniversary of each such Event Date (if the occurrence thereof. The following events or circumstances may result in applicable Event shall not have been cured by such date) until the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list applicable Event is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statementcured, the Company shall notpay to each Holder an amount in cash, during as partial liquidated damages and not as a penalty, equal to the period product of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of 2.0% multiplied by the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each aggregate Subscription Amount paid by such Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, Purchase Agreement. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 18.0% of the aggregate Subscription Amount paid by such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such noticePurchase Agreement. If the Company shall have withdrawn or prematurely terminated a registration statement filed under fails to pay any partial liquidated damages pursuant to this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) full within seven days after the date of the postponement or withdrawal)payable, use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall not be considered apply on a daily pro rata basis for any portion of a month prior to have effected the cure of an effective registration for the purposes of this Agreement)Event. (e) The registration statement filed pursuant Company shall undertake to this Section 1.2 may include other securities register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Company Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. ​ (if) which are held by persons whoNotwithstanding anything to the contrary contained herein, by virtue of agreements with the Company, are entitled to include their securities in any such registration, (ii) which are held by officers and directors of the Company, or (iii) which are being offered for the account of no event shall the Company (collectively, be permitted to name any Holder or affiliate of a Holder as any Underwriter without the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities")prior written consent of such Holder.

Shelf Registration. (a) The On or prior to each Filing Date, the Company shallshall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement and that are then permitted under the SEC Guidance to be included on such Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the limitations specified in provisions of Section 2(e)) and shall contain substantially the “Plan of Distribution” attached hereto as Annex A; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent, except as required by applicable law. Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause a Registration Statement filed under this Agreement (iincluding, without limitation, under Section 4(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities. (b) Notwithstanding the registration obligations set forth in Section 2(a), if the resale of all of the Registrable Securities cannot, as a result of the application of the SEC Guidance, be registered as a secondary offering on a single registration statement, the Company agrees to promptly inform and provide a copy of the applicable SEC Guidance to each Holder thereof and use its reasonable best efforts to promptly file a shelf registration statement amendments to the Registration Statement or one or more new Registration Statements as soon as any additional portion of the Registrable Securities can be so registered pursuant to such SEC Guidance, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or any such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e) with respect to filing on Form S-3 or other appropriate form; provided, however, that prior to filing such Registration Statement or amendment, the Company shall be obligated to use its reasonable best efforts to seek the registration of all of the Registrable Securities in accordance with the SEC Guidance, including, without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding anything herein to the contrary, the payment of liquidated damages by the Company pursuant to Section 2(d) or any other penalties to the Company shall not be required with respect to any delay or inability to register any of the Registrable Securities pursuant to a Registration Statement solely resulting from complying with the applicable SEC Guidance as described in the first sentence of this Section 2(b). (c) Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number or type of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used its reasonable best efforts to seek 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 and type of Registrable Securities to be registered on such Registration Statement will be limited to the number and type permitted under the SEC Guidance. Any reduction in the number of Registrable Securities will be made as follows: (a) first, the Company shall reduce or eliminate any securities to be included other than Registrable Securities and (b) second, the Company shall reduce Registrable Securities, applied to the Holders on a pro rata basis based on the total number of Registrable Securities held by such Holders. In the event of a cutback hereunder, the Company shall give the Holder at least three Trading Days prior written notice along with the calculations as to such ▇▇▇▇▇▇’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by the Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement (the “Cut Back Shares”), as amended (the “Remainder Registration Statement”). From and after such date as the Company is allowed by the Commission or SEC Guidance to effect the registration of the resale of all such Cut Back Shares in accordance with any Commission restrictions applicable to such Cut Back Shares (the “Restriction Termination Date”), all of the provisions of this Section 2 (including the Company’s obligations with respect to the filing of a Registration Statement and its obligations to use its reasonable best efforts to have such Registration Statement declared effective within ninety the time periods set forth herein) shall again be applicable to such Cut Back Shares; provided, however, that (90i) the Filing Date for such Cut Back Shares shall be the 30th calendar day after such Restriction Termination Date, and (ii) the date by which the Company is required to obtain effectiveness with respect to such Cut Back Shares shall be the 60th calendar day immediately after the Restriction Termination Date (or, in the event of a “full review” by the Commission, the 90th calendar day following the date such Remainder Registration Statement is required to be filed hereunder). Notwithstanding anything herein to the contrary, the payment of liquidated damages by the Company pursuant to Section 2(d) or any other penalties to the Company shall not be required with respect to any delay or inability to register all of the Registrable Securities pursuant to a Registration Statement resulting from the limitation referred to in the first sentence of this Section 2(c). (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 4(d), the Company shall be deemed to have not satisfied this clause (i) as of the Filing Date), (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified in writing by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, (iii) a Registration Statement registering for resale all of the Registrable Securities then eligible to be included in such Registration Statement, including, but not limited to, after any reduction in Registrable Securities included in such Registration Statement in accordance with Section 2(b) and Section 2(c), is not declared effective by the Commission by the Effectiveness Date of the Registration Statement, or (iv) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, other than any period of time following the Company’s filing of any required post-effective amendment to a Registration Statement until such post-effective amendment is declared effective, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, other than due to the Holder’s knowledge of or access to material non-public information of the Company, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any twelve (12)-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement with respect to the remaining Registrable Securities included in such Registration Statement. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 4% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement with respect to the remaining Registrable Securities included in such Registration Statement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of 8% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (e) If Form S-3 is not available for the "Filing Date"registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the registration under the Act of all Registrable Securities then outstanding to be offered or sold has been declared effective by the Commission. (f) In the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis as provided basis, the Company, upon request of such Holder, shall promptly use its reasonable best efforts to cause the resale of such Registrable Securities to be covered by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii1) to maintain the effectiveness of the Shelf an existing Registration Statement for a period of two or (2) years from a new Registration Statement and cause the date same to become effective as soon as practicable after such filing and such new Registration Statement shall be subject to the terms hereof. The Holders may request not more than one (1) Registration Statement per year pursuant to this Section 2(f), provided that this Section 2(f) shall not affect or limit any Holder's rights under the other provisions of this Agreement (or such shorter period in accordance with Section 1.4(a))2 and Section 3. (bg) If At any offering pursuant time and from time to Section 1.2(a) hereof involves time when an underwritten offeringeffective Registration Statement is on file with the Commission, an underwriter will be selected by the Holders of two-thirds of the Registrable Securities then outstanding and shall be reasonably acceptable to the Company. In such event, the right of any Holder (a “Demanding Holder”) may request to include sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Registration Statement, including a Block Trade (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such registration offering shall include Registrable Securities proposed to be sold by the Demanding Holders with a total offering price reasonably expected to exceed, in the aggregate $500,000 (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be conditioned upon such Holder's participation in such underwriting and made by giving written notice to the inclusion Company, which shall specify the approximate number of such Holder's Registrable Securities proposed to be sold in the underwriting Underwritten Shelf Takedown. Within five (5) days of receipt of this notice, the Company must notify all of the Holders of Registrable Securities of the Underwritten Shelf Takedown. The Company shall include in any Underwritten Shelf Takedown the securities requested to be included by any other Holder (each a “Takedown Requesting Holder”). The Demanding Holders shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the extent provided hereinCompany’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). All The Holders proposing may demand not more than one (1) Underwritten Shelf Takedown per year. Notwithstanding anything to distribute Registrable Securities through such underwriting shall (together with the contrary in this Agreement, the Company as provided in Section 1.4(e)) may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering. The Company shall enter into an underwriting agreement in a form as is customary form in Underwritten Offerings of securities by the Company with the underwriter managing Underwriter or underwriters selected for Underwriters and shall take all such underwritingother reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. Notwithstanding In connection with any Underwritten Shelf Takedown contemplated by this paragraph, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other provision rights and obligations of this Section 1.2the Company and the selling stockholders as are customary in underwritten offerings of securities. (i) If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, if the underwriter in good faith, advises the Company, the Demanding Holders and the Takedown Requesting Holders (if any) (collectively, the “Requesting Holders”) in writing that marketing factors require a limitation of the dollar amount or number of shares to be underwritten, then the number of shares of Registrable Securities that may the Demanding Holders and the Takedown Requesting Holders (if any) desire to sell, taken together with all other Common Stock or other equity securities that the Company desires to sell and the Common Stock, if any, that have been requested to be included sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other stockholders of the Company, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the underwriting Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall be allocated among all Holders thereof include in proportion such Underwritten Offering, as follows: (as nearly as practicableA) to first, the amount of Registrable Securities of the Company owned by each Holder; provided, however, that Requesting Holders (if any) (pro rata based on the respective number of shares of Registrable Securities to that each Requesting Holder (if any) has requested be included in such underwriting shall not be reduced unless all Other Securities (as defined below) are first entirely excluded from Underwritten Shelf Takedown and the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, (i) the Company shall have the right to defer taking action with respect to the filing of the Shelf Registration Statement for a period of not more than ninety (90) days after the Filing Date, (ii) in case a Shelf Registration Statement has been filed but has not become effective, the Company may cause such registration statement to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may not declare a Detrimental Condition, or take any of the actions specified in clauses (i), (ii) or (iii) of the preceding sentence (and can take only one such action specified in clauses(i), (ii) or (iii) per Detrimental Condition), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The following events or circumstances may result in the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder aggregate number of Registrable Securities agrees thatthat the Requesting Holders have requested be included in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (B) second, upon receipt to the extent that the Maximum Number of any notice from Securities has not been reached under the Company foregoing clause (A), the Common Stock or other equity securities that the Company has determined desires to withdraw any registration statement pursuant sell, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the immediately preceding paragraph, such Holder will discontinue its disposition extent that the Maximum Number of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under this Section 1.2 (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall has not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (90) days after the date of the postponement or withdrawal), use its best efforts to effect the registration reached under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement). (e) The registration statement filed pursuant to this Section 1.2 may include other securities of the Company (i) which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, (ii) which are held by officers and directors of the Company, or (iii) which are being offered for the account of the Company (collectively, the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities").for

Shelf Registration. (a) On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible, or the resale of the Registerable Securities is not eligible, or it is not practicable based on SEC Guidance, to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on Form S-1 or another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least a majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such ▇▇▇▇▇▇’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement have been sold, thereunder or pursuant to Rule 144 (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a 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 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, subject to by 9:30 a.m. (New York City time) on the limitations specified in this AgreementTrading Day after the effective date of such Registration Statement, use its best efforts (i) to file a shelf registration statement on Form S-3 or any other form available to final Prospectus with the Company within ninety (90) days from the date hereof (the "Filing Date") covering the registration under the Act of all Registrable Securities then outstanding to be offered or sold on a delayed or continuous basis Commission as provided required by this Agreement, pursuant to Rule 415 of the Act (the "Shelf Registration Statement"); and (ii) to maintain the effectiveness of the Shelf Registration Statement for a period of two (2) years from the date of this Agreement (or such shorter period in accordance with Section 1.4(a))424. (b) If any offering pursuant to Notwithstanding the registration obligations set forth in Section 1.2(a) hereof involves an underwritten offering2(a), an underwriter will be selected by if the Holders of two-thirds Commission informs the Company that all of the Registrable Securities then outstanding cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be reasonably acceptable obligated to use diligent efforts to advocate with the Company. In such event, Commission for the right registration of any Holder to include its all of the Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together accordance with the Company as provided in Section 1.4(e)SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 1.22(d), if the underwriter advises the Holders in writing that marketing factors require Commission or any SEC Guidance sets forth a limitation of the number of shares to be underwritten, then on the number of shares of Registrable Securities Common Stock permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that may be included in the underwriting shall be allocated among Company used diligent efforts to advocate with the Commission for the registration of all Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities or a greater portion of the Company owned shares of Common Stock), unless otherwise directed in writing by each Holder; provideda Holder as to its Registrable Securities, however, that the number of shares of Common Stock to be registered on such Registration Statement will be reduced as follows: a. First, the Company shall reduce or eliminate Registrable Securities represented by Shares acquired pursuant to be included the CEO Participation; b. Second, the Company shall reduce or eliminate the Unregistered Recapitalization Shares and the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Shares, in each case on a pro rata basis; and c. Third, the Company shall reduce the Registrable Securities on a pro rata basis. In the event of a cutback hereunder, the Company shall give the Holder at least three (3) Trading Days prior written notice along with the calculations as to such underwriting shall ▇▇▇▇▇▇’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by the Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not be reduced unless all Other Securities (registered for resale on the Initial Registration Statement, as defined below) are first entirely excluded from the underwritingamended. (cd) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chief Executive officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental (a "Detrimental Condition") to the Company and its stockholders for a registration statement to be filed or to become or remain effective, as the case may be, and provided that the Detrimental Condition has not resulted from actions taken by the Company, If: (i) the Company shall have the right to defer taking action with respect to the filing of the Shelf Initial Registration Statement for a period of is not more than ninety filed on or prior to its Filing Date (90) days after if the Filing Date, (ii) in case a Shelf Company files the Initial Registration Statement has been filed but has not become effectivewithout affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company may cause such registration statement shall be deemed to be withdrawn or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days, or (iii) in case a Shelf Registration Statement has been filed and has become effective, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Detrimental Condition no longer exists, but in no event for more than ninety (90) days. The Company may have not declare a Detrimental Condition, or take any of the actions specified in clauses satisfied this clause (i)), (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the preceding sentence Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than twenty (20) consecutive calendar days or more than an aggregate of forty-five (45) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and can take only one such action specified in clauses(ifor purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii), the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii), the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such twenty (20) or forty-five (iii45) per Detrimental Conditioncalendar day period, as applicable, is exceeded being referred to as “Event Date”), more than once in any twelve-month period. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Detrimental Condition for such postponement or withdrawal no longer existsthen, in addition to any other rights the Holders may have hereunder or under applicable law, on each case, promptly after such Event Date and on each monthly anniversary of each such Event Date (if the occurrence thereof. The following events or circumstances may result in applicable Event shall not have been cured by such date) until the filing of a registration statement being seriously detrimental to the Company and its shareholders: a pending material acquisition, merger or sale or purchase of assets, pending or threatened material litigation, pending or threatened material regulatory or governmental action, pending material change in the business, prospects, condition (financial or other) or properties of the Company. The foregoing list applicable Event is for illustrative purposes only and is not meant to be exclusive. (d) If the Company shall give any notice of postponement or withdrawal of any registration statementcured, the Company shall notpay to each Holder an amount in cash, during as partial liquidated damages and not as a penalty, equal to the period product of postponement or withdrawal pursuant to clauses (i), (ii) or (iii) of 1.5% multiplied by the prior paragraph, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each aggregate Subscription Amount paid by such Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, Purchase Agreement. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 10.0% of the aggregate Subscription Amount paid by such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such noticePurchase Agreement. If the Company shall have withdrawn or prematurely terminated a registration statement filed under fails to pay any partial liquidated damages pursuant to this Section 1.2 in full within seven (whether pursuant to the immediately preceding paragraph, or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Detrimental Condition that caused such withdrawal or postponement no longer exists (but in no event later than ninety (907) days after the date of the postponement or withdrawal)payable, use its best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 1.2 (unless the Holder shall have withdrawn such request, in which case the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall not be considered apply on a daily pro rata basis for any portion of a month prior to have effected the cure of an effective registration for the purposes of this Agreement)Event. (e) The If Form S-3 is not available for the registration statement filed pursuant to this Section 1.2 may include other securities of the resale of Registrable Securities hereunder and the form on which the Registrable Securities are registered does not permit the Company to forward incorporate by reference, the Company shall (i) which are held by persons who, by virtue register the resale of agreements with the Company, are entitled to include their securities in any such registration, Registrable Securities on another appropriate form and (ii) which are held by officers and directors undertake to register the Registrable Securities on Form S-3 promptly after such form is available, provided that the Company shall maintain the effectiveness of the CompanyRegistration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. (f) Notwithstanding anything to the contrary contained herein, or (iii) which are being offered for the account of in no event shall the Company (collectively, be permitted to name any Holder or affiliate of a Holder as any underwriter without the securities referred to in clauses (i), (ii) and (iii) in this paragraph are hereinafter referred to as the "Other Securities")prior written consent of such Holder.