Common use of Shelf Registration Clause in Contracts

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 130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form 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, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) with the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b).

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 130% all of the Registrable Securities that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form 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 Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. A and substantially the “Selling Shareholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Hxxxxx’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 prior to no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent Transfer Agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time 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 a such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. (New York City time) on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 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(b2(d).

Shelf Registration. (a) On or prior to each the Filing Date, the Company shall prepare and file with the Commission a "Shelf" Registration Statement covering the resale of 130% all of the Registrable Securities that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The 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 HoldersMajority in Interest of the Investors) 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 prior to no later than the applicable Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective and to keep the Prospectus current and available for resales of securities under the Securities Act until the first to occur of the following (the “Cut-Off Date”): (A) the date that is one (1) year from the date the Registration Statement is declared effective by the Commission and (B) the date that all Registrable Securities covered by such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter which shall be obtained at the company’s expense, to such effect, addressed addressed, delivered and acceptable to the Company's ’s transfer agent and the affected Holders (assuming that such securities, any securities upon the "exercise, conversion or exchange of or as a dividend upon which such securities were issued, or any securities issuable upon the exercise, conversion or exchange of, or as a dividend upon such securities, were at no time held by any Affiliate of the Company) (the “Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm 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 a such Registration Statement. The Company shall, by 9:30 am a.m. Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 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(b2(d).

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 130% all of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement 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 at least an 85% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause 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 sold, or may be sold without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time p.m. New York City 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, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b).

Shelf Registration. (ai) On or prior Filing of Shelf Registration. Following the Company’s becoming eligible to each Filing Dateuse Form S-3, as promptly as practicable (but no later than sixty (60) days) after the Company’s receipt of a written request from a Holder, the Company shall prepare and file a “shelf” registration statement (the “Shelf Registration Statement”) with the Commission a "Shelf" on an appropriate form providing for the Registration Statement covering the resale of 130% of the Registrable Securities on such Filing Date for an offering to be made and sale on a delayed or continuous basis pursuant to Rule 415. The Registration Statement shall 415 (or any similar provision that may be on Form S-3 (except if adopted by the Company is not then eligible to register for resale Commission) under the Act by the Holders of the Registrable Securities on Form S-3, from time to time in which case such registration shall be on another appropriate form the manner described 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 Shelf Registration Statement. The Company shall use its best commercially reasonable efforts to cause a the Shelf Registration Statement to be declared effective under the Securities Act as promptly as possible after reasonably practicable following the filing thereof, but in any event prior to thereof with the applicable Effectiveness DateCommission, and shall use its best efforts to keep such the Shelf Registration Statement continuously effective under until the Securities Act until date that all Registrable Securities covered by such Registration Statement have been sold pursuant to the Shelf Registration Statement or another registration statement filed under the Act; except that the Company shall not be obligated to take any action to effect any such registration or to keep the Shelf Registration Statement continuously effective pursuant to this Section 3(c) and may suspend the use of the prospectus included therein, if in the good faith judgment of the board of directors of the Company (in consultation with legal counsel and/or an investment banking firm of recognized national standing), such Registration and offering would reasonably be expected to materially and adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially and adversely affect the Company; except in no event shall such deferral or suspension, together with any deferral or suspension under Section 3(a)(iii) and 3(b)(iii) exceed ninety (90) days in any twelve (12)-month period. The Company shall provide written notice to the Holders prior to such deferral or suspension, which notice need not specify the nature of the event giving rise to such suspension. The Shelf Registration Statement filed pursuant to this Section 3(c)(i) may, subject to the provisions of Section 3(c)(ii), include other securities of the Company with respect to which registration rights have been or may be granted, and may include securities being sold without volume restrictions pursuant to Rule 144(k) as determined by for the counsel to account of the Company pursuant to a written opinion letter to such effect(collectively, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period"“Other Shares”). The Company shall telephonically request effectiveness in its sole discretion may condition the inclusion of Registrable Securities in a Registration Statement under this Section 3(c) upon the timely provision by such Holder of such information as the Company may reasonably request relating to the disclosure requirements of 5:00 pm Eastern Time on a Trading DayItem 507 of Regulation S-K (or any similar disclosure requirement applicable to such Registration). 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 Commissionwill not be obligated to effect any such registration, which shall be the date requested qualification or compliance pursuant to this Section 3(c) if Form S-3 is not available for effectiveness of a Registration Statement. The Company shall, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) with the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b)registration.

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 130% all of the Registrable Securities that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form 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 Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. A and substantially the “Selling Shareholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Xxxxxx’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 prior to no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent Transfer Agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time 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 a such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. (New York City time) on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 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(b2(d).

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 130% all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form 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 at least an 85% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause 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 sold, or may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 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 Company's transfer agent Transfer Agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time 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 a such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b). Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(b), if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and second by Registrable Securities represented by 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); provided, however, that, prior to any reduction in the number of Registrable Securities included in a Registration Statement as set forth in this sentence, all shares of Common Stock set forth on Schedule 6(b) hereto shall be reduced first. In the event of a cutback hereunder, the Company shall give the Holder at least 5 Trading Days prior written notice along with the calculations as to such Holder’s allotment.

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 130100% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 SB-2 (except except, if the Company is not then eligible to register for resale the Registrable Securities on Form S-3SB-2, in which case then such registration shall be on another appropriate form in accordance herewith) 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 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 sold, or may be sold without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time p.m. New York City 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, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) final Prospectus with the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b)Commission as required by Rule 424.

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 130% all of the Registrable Securities that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form 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 at least an 85% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. In the event the amount of Registrable Securities which may be included in the Registration Statement is limited due to SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) the Company shall use its commercially reasonable efforts to register such maximum portion of the Registrable Securities as permitted by SEC Guidance. Subject to the terms of this Agreement, the Company shall use its best 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 best 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 sold, or may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 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 Company's transfer agent Transfer Agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm 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 trading day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. New York City time on the Trading Day trading day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure Notwithstanding any other provision of this Agreement and subject to so notify the Holder within 1 Trading Day payment of such notification shall be deemed an Event under liquidated damages pursuant to Section 2(b), if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by the shares of Common Stock purchased by the Purchasers pursuant to the Subscription Agreement and second by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least 5 trading days prior written notice along with the calculations as to such Holder’s allotment.

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 130% all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form 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 at least an 85% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause 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 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 sold, thereunder or pursuant to Rule 144, or (ii) (A) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k144 and (B) may be sold without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent Transfer Agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time 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 a such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 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(b). Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(b), if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and second by Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment.

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 130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3SB-2, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause 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 sold, or may be sold without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time p.m. New York City 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, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as a foresaid shall be deemed an Event under Section 2(b).

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 130% all of the Registrable Securities that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form 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 herewithherewith and with the Securities Act, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 85% in interest of the HoldersHolders or otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) substantially the "“Plan of Distribution" ” attached hereto as Annex A. 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 prior to no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the earlier of the date that all Registrable Securities covered by such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent Transfer Agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm 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 a such Registration Statement, and shall simultaneously provide the Holders with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. The Company shall, by 9:30 am a.m. Eastern Time on the second Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 one (1) Trading Day of such notification of effectiveness shall not, however, be deemed an Event under Section 2(d). Failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b2(d).

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 130% all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (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 at least an 85% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause 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 sold, or may be sold without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time 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 a such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b). Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(b), if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and second by Registrable Securities represented by 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); provided, however, that, prior to any reduction as set forth in this sentence in the number of Registrable Securities included in a Registration Statement, the number of shares of Common Stock set forth on Schedule 6(b) hereto which shall have been included on such Registration Statement shall be reduced by up to 100%.

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 130% all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (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 at least an 85% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause 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 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 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 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 a such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b). Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(b), if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and second by Registrable Securities represented by 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).

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 130% all of the Registrable Securities that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form 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 at least an 85% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. The Company shall respond to any comments from the staff of the Commission within 15 days of the receipt of such comments. In the event the amount of Registrable Securities which may be included in the Registration Statement is limited due to SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Section 612.09 of the Compliance and Disclosure Interpretations) the Company shall use its best efforts to register such maximum portion of the Registrable Securities as permitted by SEC Guidance. Subject to the terms of this Agreement, the Company shall use its best efforts to cause 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 sold, or may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k144, without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, or not required to be registered in reliance upon the exemption in Section 4(a)(1) under the Securities Act, in either case as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent Transfer Agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time 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 a such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as defined to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and second by Registrable Securities represented by the Common Shares purchased by the Purchasers pursuant to the Purchase Agreement). In the event of a cutback hereunder, file a Form 424(b)(5the Company shall give the Holder at least five (5) Trading Days prior written notice along with the Commission. Failure calculations as to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b)Holder’s allotment.

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 130% all of the Registrable Securities that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form 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 HoldersHolder) substantially the "“Plan of Distribution" ” attached hereto as Annex A. A; 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 prior to no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent Transfer Agent and the affected Holders Holder (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holders via facsimile Holder 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 a such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. (New York City time) on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 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(b2(d).

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 130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3SB-2, in which case 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 ’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, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) with the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b).

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 130% all of the Registrable Securities that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form S-1 (or Form S-3 (except if to the extent the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case use such registration shall be on another appropriate form in accordance herewithstatement form, 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. A and substantially the “Selling Stockholders” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Hxxxxx’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 prior to no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 (to the extent applicable), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent Transfer Agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time 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 a such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. (New York City time) on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 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(b2(d).

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 130% all, or such portion as permitted by SEC Guidance (provided that, the Company shall use commercially reasonable efforts to advocate with the Commission for the registration of all or the maximum number of the Registrable Securities as permitted by SEC Guidance), of the Registrable Securities on such Filing Date that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible fails to register for resale meet one or more of the Registrable Securities Registrant Requirements specified in General Instruction I.A. 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 Holders of at least 85% of the Holdersthen outstanding Registrable Securities) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best commercially reasonable efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event on or prior to the applicable Effectiveness Date, and shall use its best 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 sold, or may be sold without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail delivery of a “.pdf” format data file of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement)Date, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b). Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(b), if any SEC Guidance sets forth a limitation of the number of Registrable Securities to be registered on a particular Registration Statement (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders on a fully diluted basis), and second by 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).

Shelf Registration. (a) On 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 "Shelf" Registration Statement covering the resale of 130% 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 such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form 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 a plan of distribution in a form reasonably acceptable to the Holders) substantially the "Plan of Distribution" attached hereto as Annex A. . Subject to the terms of this Agreement, the Company shall use its best commercially reasonable efforts to cause 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 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 sold, or may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 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 Company's transfer agent Transfer Agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time 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 a such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. New York City time on the second Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 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(b). Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities to be registered on a particular Registration Statement filed pursuant to this Section 2, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of Registrable Securities then held by the Holders.

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 130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form 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, such as Form SB-2) 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 the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”). The Company shall 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, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as aforesaid shall be deemed an Event under Section 2(b).

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 130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form 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 at least an 85% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause 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 sold, or may be sold without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”). The Company shall 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, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as a foresaid shall be deemed an Event under Section 2(b).

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 130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415; provided, however, that if 130% of the Registrable Securities hereunder shall equal or exceed 30% of the issued and outstanding Common Stock of the Company on the actual filing date of the initial Registration Statement, the initial Registration Statement shall register a number of shares of Common Stock which is equal to 30% of the issued and outstanding shares of Common Stock of the Company on such actual filing date minus 10,000 shares of Common Stock, and the remaining Registrable Securities shall be subject to Section 3(c). In such event, the number of Registrable Securities to be registered for each Holder shall be reduced pro-rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from the initial Registration Statement (i.e. no Warrant Shares and all Conversion Shares). 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) and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the "Plan of Distribution" attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best commercial 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 commercial efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold 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, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as aforesaid shall be deemed an Event under Section 2(b).

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 130% all of the Registrable Securities that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible F-1, or such other form available to register for resale the Registrable Securities on Form S-3Securities, in which case such registration shall be on another appropriate form in accordance herewith) 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. 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 prior to no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent Transfer Agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time p.m. (New York City time) on a Trading Day. The Company shall immediately promptly notify the Holders via facsimile 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 a such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. (New York City time) on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification file a final Prospectus as foresaid shall be deemed an Event under Section 2(b2(d).

Shelf Registration. (ai) On or prior At any time that the Company is eligible to each Filing Dateuse Form S-3, upon the written request of any Holder of WCAS Registrable Securities (the “Shelf Demand Notice”), the Company shall prepare and use its best efforts to file with the Commission a "Shelf" Registration Statement covering following the resale receipt of 130% of such Shelf Demand Notice, one or more registration statements with respect to the Registrable Securities on such Filing Date under the Securities Act for an the offering to be made on a continuous basis pursuant to Rule 415415 under the Securities Act (the “Shelf Registration Statement”). The If such Shelf 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) and shall contain (unless otherwise directed automatically declared effective by the Holders) substantially the "Plan of Distribution" attached hereto as Annex A. Subject to the terms of this AgreementCommission or does not automatically become effective, the Company shall use its best efforts to cause a such Shelf Registration Statement to be declared effective under by the Securities Act Commission as promptly soon as possible practicable after the filing thereof. The Shelf Registration Statement shall be on an appropriate form and the registration statement and any form of prospectus included therein (or prospectus supplement relating thereto) shall reflect the plan of distribution or method of sale as the Holders may from time to time notify the Company of. Following the receipt by the Company of any Shelf Demand Notice, but all of the WCAS Registrable Securities shall be included in the Shelf Registration Statement without any event prior further action unless a smaller number is requested or a dollar amount is registered. If not all of the WCAS Registrable Securities are included, a Holder of WCAS Registrable Securities may submit subsequent Shelf Demand Notices. Other Holders shall be afforded seven (7) days to decide to include Registrable Securities in proportion to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all WCAS 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, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) with the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b)are included.

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 130150% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if unless the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by the HoldersHolders and except to the extent the Company determines that modifications thereto are required under applicable law) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best commercially reasonable efforts to cause a 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 commercially reasonable 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 volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and with a copy to 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 promptly notify the Holders via facsimile of the effectiveness of a any Registration Statement on the same Trading Day day that the Company telephonically confirms effectiveness with receives notification of the Commission, which shall be the date requested for effectiveness of a such Registration Statement. The Company shall, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) with Statement from the Commission. Failure The Holders covenant and agree that any and all sales of Registrable Securities will be made in accordance with the “Plan of Distribution” attached hereto as Annex A (or such other “Plan of Distribution” as the Holders might direct and to so notify which the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(bCompany agrees).

Shelf Registration. (aIf the Company is not required to file a Registration Statement with respect to the Registered Exchange Offer pursuant to Section 3(a) On or prior hereof, then pursuant to each Filing DateRule 415 under the Act, the Company shall prepare and file with the Commission a "Shelfshelf" registration statement (the "SHELF REGISTRATION STATEMENT") relating to all then outstanding Transfer Restricted Securities, the holders of which shall have provided the information required pursuant to Section 6(a)(i) and (ii) hereof within the time specified in such section, and shall use its reasonable best efforts to cause such Shelf Registration Statement covering the resale of 130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415become effective as promptly as practicable thereafter. 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) 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 Agreementproviso contained in Section 6(b)(x), 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 reasonable best efforts to keep such Shelf Registration Statement continuously effective and to prevent the happening of any event described in Section 6(b)(iv)(D) hereof for a period of two years following the date on which such Shelf Registration Statement becomes effective under the Act (as may be extended pursuant to Section 6 hereof) or shorter period terminating when all Transfer Restricted Securities Act until all Registrable Securities covered by such Registration Statement either (i) have been sold or may be sold without volume restrictions pursuant to Rule 144(kthe Shelf Registration Statement or (ii) as determined by have ceased to be Transfer Restricted Securities pursuant to clause (c) of the counsel definition of Transfer Restricted Securities. Subject to the proviso contained in Section 6(b)(x), upon the occurrence of any event that would cause the Shelf Registration Statement (i) to contain a material misstatement or omission or (ii) not to be effective and usable for resale of Transfer Restricted Securities during the period that such Shelf Registration Statement is required to be effective and usable, the Company pursuant to a written opinion letter to such effect, addressed and acceptable shall promptly file an amendment to the Company's transfer agent Shelf Registration Statement, in the case of clause (i), correcting any such misstatement or omission, and in the affected Holders case of clauses (the "Effectiveness Period"i) and (ii). The Company shall telephonically request effectiveness of a , use its reasonable best efforts to cause such amendment to be declared effective and such Shelf Registration Statement to become usable 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, by 9:30 am Eastern Time on the Trading Day after the Effective Date (soon as defined in the Purchase Agreement), file a Form 424(b)(5) with the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b)practicable thereafter.

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 130% all of the Registrable Securities that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form 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 HoldersHolders of at least 50.1% of the Registrable Securities included in such Registration Statement) substantially the "“Plan of Distribution" ” attached hereto as Annex A. A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent Transfer Agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holders via facsimile 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 a Registration Statement. The Company shall, by 9:30 am Eastern Time 5:30 p.m. (New York City time) on the Trading second (2nd) Business Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 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(b2(d).

Shelf Registration. (a) On or prior to each the Filing Date, the Company shall prepare and file with the Commission a "Shelf" the Registration Statement covering the resale of 130% of the Registrable Securities on such Filing Date (including the ADSs) for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 F-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3F-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 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 the Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) 144 as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’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 or electronic mail of the effectiveness of a the Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a the Registration Statement. The Company shall, by 9:30 am AM Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Subscription Agreement), file a Form 424(b)(5) with the Commission. Failure Each Holder agrees to so notify furnish to the Company a completed Selling Security Holder within 1 Trading Day Questionnaire simultaneously with the execution of such notification shall be deemed an Event under Section 2(b)this Agreement.

Shelf Registration. (a) On or prior to each the Filing Date, the Company shall prepare and file with the Commission a "Shelf" Registration Statement covering the resale of 130% all of the Registrable Securities that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The 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. form). Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause a Registration Statement filed under this Agreement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to 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 sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’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 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 a such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. (New York City time) on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b)Commission as required by Rule 424.

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 130100% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3SB-2, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause 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 sold, or may be sold without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time p.m. New York City 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, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as aforesaid shall be deemed an Event under Section 2(b).

Shelf Registration. (a) 2.1.1 On or prior to each Filing Date, the Company Purchaser shall prepare and file with the Commission a "Shelf" Registration Statement covering the resale of 130% all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that, the Purchaser shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form S-3 S-1 (except if the Company 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 Form F-3 in accordance herewith) and ). If the Purchaser shall contain (unless otherwise directed by qualify as a Foreign Private Issuer, the Holders) substantially Purchaser shall use commercially reasonable efforts to convert the "Plan of Distribution" attached hereto Form S-1 Registration Statement or Form S-3 Registration Statement, as Annex A. applicable, to a Registration Statement for a Registration on Form F-1 or F-3, as soon as practicable thereafter. Subject to the terms of this Agreement, the Company Purchaser shall use its best commercially reasonable efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as possible practicable after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best 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 sold, or may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 144 of the Commission (or any successor rule thereto), without the requirement for the Purchaser to be in compliance with the current public information requirement under Rule 144 (or any successor rule thereto), as determined by the counsel to the Company Purchaser 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 Purchaser shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time p.m. New York City time on a Trading Business Day. The Company Purchaser shall immediately promptly notify the Holders via facsimile by e-mail of the effectiveness of a Registration Statement on the same Trading Business Day that the Company Purchaser telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a Registration Statement. The Company Purchaser shall, by 9:30 am Eastern Time on no later than the Trading second Business Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b)Commission as required by Rule 424.

Shelf Registration. (a) 2.1 On or prior to each the Filing Date, the Company shall prepare and use reasonable best efforts to file with the Commission a "Shelf" SEC the Registration Statement covering the resale of 130% all of the Registrable Securities that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Subject to SEC comments, such 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) and shall contain (unless otherwise directed by the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Exhibit B; provided, however, that no Holder shall be required to be named as an “underwriter” within the meaning of the 1933 Act without such Holder’s express prior written consent, except that a Holder may be named as a “statutory underwriter” if such Holder is, or is affiliated with, a broker-dealer and states such fact in its Selling Stockholder Questionnaire or if the staff of the SEC requires such Holder to be so named. Subject to the terms of this Agreement, the Company shall use its best commercially reasonable efforts to cause a the Registration Statement filed under this Agreement to be declared effective under the Securities 1933 Act as promptly as possible reasonably practicable after the filing thereof, but in any event prior to no later than the applicable Effectiveness Date, and shall use its best commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities 1933 Act until between the Effectiveness Date and 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(k) 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent Transfer Agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile e-mail of the effectiveness of a the Registration Statement on within two calendar days of the same Trading Day that the Company telephonically confirms Company’s telephonic confirmation of effectiveness with the Commission, which shall be the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) with the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b)SEC.

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 130% of the all Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form 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 herewithherewith as the Holders may consent) and shall contain (unless except if otherwise directed by the Holders) substantially the "Plan of Distribution" attached hereto as Annex ANNEX A. Subject The Company shall cause the Registration Statement to the terms of this Agreement, the become effective and remain effective as provided herein. The Company shall use its best efforts to cause a 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) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness PeriodEFFECTIVENESS PERIOD"). The 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 , PROVIDED, that the Company telephonically confirms effectiveness with shall not be deemed to have used its best efforts to keep the Commission, which shall be Registration Statement effective during the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined Effectiveness Period if it voluntarily takes any action that would result in the Purchase Agreement)Holders not being able to sell the Registrable Securities covered by such Registration Statement during the Effectiveness Period, file unless such action is required under applicable law or the Company has filed a Form 424(b)(5) with post-effective amendment to the Commission. Failure to so notify Registration Statement and the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b)Commission has not declared it effective.

Shelf Registration. (a) On 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 130% all of the Registrable Securities that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form 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 HoldersHolder) substantially the "“Plan of Distribution" ” attached hereto as Annex A. A; 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 prior to no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent Transfer Agent and the affected Holders Holder (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holders via facsimile Holder 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 a such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. (New York City time) on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 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(b2(d).

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 130% all of the Registrable Securities that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible F-1, or such other form available to register for resale the Registrable Securities on Form S-3Securities, in which case such registration shall be on another appropriate form in accordance herewith) 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. 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 prior to no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent Transfer Agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time p.m. (New York City time) on a Trading Day. The Company shall immediately promptly notify the Holders via facsimile 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 a such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. (New York City time) on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification file a final Prospectus as foresaid shall be deemed an Event under Section 2(b2(d).

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 130% all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form 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 at least an 67% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause 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 applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the earliest to occur of the following: (i) all Registrable Securities covered by such Registration Statement have been sold thereunder or pursuant to Rule 144, or (ii) all Registrable Securities covered by such Registration Statement (A) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k144 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, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent Transfer Agent and the affected Holders or (iii) the five year anniversary of the Effectiveness Date (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time p.m. New York City time on a Trading Day. The Company shall immediately 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 a such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 two (2) Trading Day Days of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b). Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(b), if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by 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); provided, however, that, prior to any reduction in the number of Registrable Securities included in a Registration Statement as set forth in this sentence, all shares of Common Stock set forth on Schedule 6(b) hereto shall be reduced first. 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.

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 130% all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form S-3 F-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3F-3, in which case such registration shall be on another appropriate form in accordance herewith) 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 hereunder to be declared effective under the Securities Act as promptly as possible reasonably practicable after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its reasonable 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 sold, thereunder or pursuant to Rule 144, or (ii) (A) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k144 and (B) as determined by (I) may be sold without the counsel to requirement for the Company pursuant to a written opinion letter to such effect, addressed and acceptable to be in compliance with the Company's transfer agent and current public information requirement under Rule 144 or (II) the affected Holders Company is in compliance with the current public information requirement under Rule 144 (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time 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 a such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 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(b). Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(b), if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders); provided, however, that, prior to any reduction in the number of Registrable Securities included in a Registration Statement as set forth in this sentence, all Ordinary Shares set forth on Schedule 3.1(v) of the Disclosure Schedules shall be reduced first. 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.

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 130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form 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 at least a 75% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. A; provided such Plan of Distribution section of the Registration Statement shall be amended to the extent required to respond to comments received by the Company from the Commission, provided further that any such amendments shall be reasonably acceptable to the Holders. 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 sold, or may be sold without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time p.m. New York City 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, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b).

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 130100% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form 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 at least an 85% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its commercially reasonable 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 sold, or may be sold without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”). The Company shall 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, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification or effectiveness or failure to file a final Prospectus as aforesaid shall be deemed an Event under Section 2(b).

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 130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form 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 DistributionPLAN OF DISTRIBUTION" attached hereto as Annex 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 PeriodEFFECTIVENESS 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, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) with the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b).

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 130% all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form 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) S-1 and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause 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 sold, or may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 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 Company's transfer agent of the Company and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time p.m. New York City time on a Trading Business 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 Business Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. New York City time on the Trading Business Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 Trading Business Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b). Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(b), if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by 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); provided, however, that, prior to any reduction in the number of Registrable Securities included in a Registration Statement as set forth in this sentence, all shares of Common Stock set forth on Schedule 6(b) hereto shall be reduced first. In the event of a cutback hereunder, the Company shall give the Holder at least 5 Business Days prior written notice along with the calculations as to such Holder’s allotment.

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 130% all of the Registrable Securities that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form S-3 (except S-3, if the Company is not then eligible to register for resale the Registrable Securities available, or on Form S-3S-1 if Form S-3 is unavailable, in which case such registration shall be on another appropriate form in accordance herewith) 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. A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to no later than the applicable Effectiveness Date, and shall use its best 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 sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent Transfer Agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm p.m. Eastern Time on a Trading Day. The Company shall immediately 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 a such Registration Statement. The Company shall, by 9:30 am a.m. Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 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(b2(d).

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 130% all of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415415 (assuming on such date the Warrants are exercised in full without regard to any exercise limitation therein). The 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 a majority in interest of the HoldersHolders of Registrable Securities then outstanding) 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 filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent Transfer Agent and the affected Holders (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 any Affiliate of the "Company) (the “Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm 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 a such Registration Statement. The Company shall, by 9:30 am a.m. Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 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(b2(d).

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 130% all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (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 at least an 85% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause 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 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 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 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 a such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b). Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(b), if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and second by Registrable Securities represented by 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); provided, however, that, prior to any reduction in the number of Registrable Securities included in a Registration Statement as set forth in this sentence, the number of shares of Common Stock set forth on Schedule 6(b) hereto which shall have been included on such Registration Statement shall be reduced by up to 100%.

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 130100% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3SB-2, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause 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 sold, or may be sold without volume restrictions pursuant to Rule 144(k) 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’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 p.m. New York City 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, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b).

Shelf Registration. (ai) On or prior to each the Filing Date, the Company Corporation shall prepare and file with the Commission a "Shelf" Registration Statement covering the resale of 130% all of the Registrable Securities on such Filing Date Shares 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 S-1 or another appropriate form in accordance herewith) herewith and shall contain (unless otherwise directed by Holders of at least 85% of the Holdersthen outstanding Registrable Shares) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company Corporation shall use its reasonable best efforts to cause a such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event on or prior to the applicable Effectiveness Date, and shall use its reasonable best efforts to keep such the Registration Statement continuously effective (whether on Form S-1 or amended to Form S-3 or another appropriate form in accordance herewith) under the Securities Act until all Registrable Securities covered by such Registration Statement Shares have been sold sold, or may be sold without volume restrictions pursuant to Rule 144(k) 144, as determined by the counsel to the Company Corporation pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent of the Corporation and the affected Holders (the "“Effectiveness Period"”). The Company Corporation shall telephonically request effectiveness of a the Registration Statement as of 5:00 pm Eastern Time p.m. New York City time on a day during which the public markets are open for trading stocks (a “Trading Day”). The Company Corporation shall immediately notify the Holders via facsimile or by e-mail delivery of a “.pdf” format data file of the effectiveness of a the Registration Statement on the same Trading Day that the Company Corporation telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a the Registration Statement. The Company Corporation shall, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement)Date, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b3.4(b).. 104

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 130100% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3SB-2, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by at least an 85% majority in interest of the HoldersHolders and except to the extent the Company determines that modifications thereto are required under applicable law) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause 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 the date that is three years after the date the Registration Statement is declared effective by the Commission or such earlier date when all Registrable Securities covered by such Registration Statement have been sold sold, or may be sold without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time p.m. New York City 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, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b).

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 130% all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3S-1, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its commercially reasonable 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 commercially reasonable 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 sold, or may be sold without volume restrictions pursuant to Rule 144(k) 144 or any successor rule, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent Transfer Agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time p.m. New York City 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, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5final Prospectus with the Commission as required by Rule 424. Notwithstanding any other provision of this Agreement if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and second by Registrable Securities represented by Unit 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); provided , however , that, prior to any reduction in the number of Registrable Securities included in a Registration Statement as set forth in this sentence, the number of shares of Common Stock set forth on Schedule 6(b) hereto which shall have been included on such Registration Statement shall be reduced by up to 100%. An additional Registration Statement(s) with respect to any Unit Shares not covered by the Commission. Failure to so notify Initial Registration Statement or the Holder within 1 Trading Day Warrant Shares shall not be filed until the earlier of six months following the effective date of the Initial Registration Statement (or additional Registration Statement, as the case may be) or such notification shall be deemed an Event earlier date as permitted under Section 2(b)applicable SEC Guidance.

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 130% of the all Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415Securities. 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) S-1 and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause 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 sold, or may be sold without volume restrictions restrictions, notice or manner of sale requirements pursuant to Rule 144(k) 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent Transfer Agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time 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 a such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b). Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(b), if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and then by 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); provided, however, that, prior to any reduction in the number of Registrable Securities included in a Registration Statement as set forth in this sentence, the number of shares of Common Stock set forth on Schedule 6(b) hereto which shall have been included on such Registration Statement shall be reduced by up to 100%.

Shelf Registration. (a) On or prior to each the Filing Date, the Company shall prepare and file with the Commission a "Shelf" the Registration Statement covering the resale of 130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415as would permit or facilitate the resale and distribution of all the Registrable Securities in the manner reasonably requested by the Holders. 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) 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 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 the Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such the Registration Statement have been sold or may be sold pursuant to Rule 144 without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders Holders, but in no event more than two (2) years from the Closing Date (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a the Registration Statement as of 5:00 pm Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile of the effectiveness of a the Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) with the Commission. Failure to so notify the Holder within 1 one (1) Trading Day of such notification confirmation shall be deemed an Event under Section 2(b).

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 130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form 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 the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold or may be sold without 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 promptly notify the Holders via facsimile of the effectiveness of a the Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a the Registration Statement. The Company shall, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5424(b) with the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b).

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 130110% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form 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 at least a 75% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. A; provided such Plan of Distribution section of the Registration Statement shall be amended to the extent required to respond to comments received by the Company from the Commission, provided further that any such amendments shall be reasonably acceptable to the Holders. 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 sold, or may be sold without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time p.m. New York City 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, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b).

Shelf Registration. (a) On or prior to each Filing DateDeadline, the Company shall prepare and file with the Commission a "“Shelf" ” Registration Statement covering the resale of 130100% of the Registrable Securities on the filing date of such Filing Date Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (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 "a “Plan of Distribution" attached hereto as Annex A. ” reasonably acceptable to the Holders. 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 DateDeadline, 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 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 reasonably acceptable to the Company's ’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 p.m. New York City time on a Trading Day. The Company shall immediately promptly notify the Holders via facsimile or electronic mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) final Prospectus with the Commission. Failure to so notify Commission if required by Rule 424 or reasonably requested by the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b)Holders.

Shelf Registration. (a) On or within 10 calendar days prior to each Filing Date, the Company shall prepare and file with the Commission a "Shelf" Registration Statement covering the resale of 130% of the Registrable Securities on such Filing Date date 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) and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the "Plan of Distribution" attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best commercial 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 commercial efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold 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, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as aforesaid shall be deemed an Event under Section 2(b).

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 130% all of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement 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 at least an 75% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. A provided such Plan of Distribution section of the Registration Statement shall be amended to the extent required to respond to comments received by the Company from the Commission, provided further that any such amendments shall be reasonably acceptable to the Holders. 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 sold, or may be sold without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time p.m. New York City 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, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b).

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 130% all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that, the Company shall use commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form 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 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 best commercially reasonable 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 applicable Effectiveness Date, and shall use its best 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 sold, thereunder or pursuant to Rule 144, or (ii) (A) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k144 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, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent Transfer Agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time 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 a such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 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(b). Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(b), if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used 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 number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders; provided, however, that, prior to any reduction in the number of Registrable Securities included in a Registration Statement as set forth in this sentence, all shares of Common Stock set forth on Schedule 6(b) hereto shall be reduced first. 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.

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 130% all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (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 at least a 75% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause 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 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 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 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 a such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b). Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(b), if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and second by Registrable Securities represented by 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); provided, however, that, prior to any reduction in the number of Registrable Securities included in a Registration Statement as set forth in this sentence, the number of shares of Common Stock set forth on Schedule 6(b) hereto which shall have been included on such Registration Statement shall be reduced by up to 100% before any Registrable Securities are excluded.

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 130% all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (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 at least an 85% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its commercially reasonable 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 commercially reasonable 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 sold, or may be sold without volume restrictions pursuant to Rule 144(k) 144 or any successor rule, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent Transfer Agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time 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 a such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b). Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(b), if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and second by Registrable Securities represented by 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); provided , however , that, prior to any reduction in the number of Registrable Securities included in a Registration Statement as set forth in this sentence, the number of shares of Common Stock set forth on Schedule 6(b) hereto which shall have been included on such Registration Statement shall be reduced by up to 100%.

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 130% all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form 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) S-1 and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause 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 sold, or may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 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 Company's transfer agent of the Company and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time p.m. New York City time on a Trading Business 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 Business Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. New York City time on the Trading Business Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 Trading Business Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b). Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(b), if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by 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 5 Business Days prior written notice along with the calculations as to such Holder’s allotment.

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 130% all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form 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 at least an 85% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause 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 applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the earlier of (i) eighteen (18) months from the date hereof or (2) the date all Registrable Securities covered by such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) (A) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k144 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, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent Transfer Agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time p.m. New York City time on a Trading Day. The Company shall immediately 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 a such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 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(b). Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(b), if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders); provided, however, that, prior to any reduction in the number of Registrable Securities included in a Registration Statement as set forth in this sentence, all shares of Common Stock set forth on Schedule 6(b) hereto shall be reduced first. 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.

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 130% all of the Registrable Securities that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form 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) 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 Holders) substantially form of the "“Plan of Distribution" ” attached hereto as Annex A. A and substantially in the form of the “Selling Stockholder” section attached hereto as Annex B. Subject to the terms of this Agreement, the Company shall use its best 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 prior to 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 earlier of (a) the date that all Registrable Securities covered by such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders and (b) five years after the date of this Agreement (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holders via facsimile e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms promptly following confirmation of effectiveness with the Commission, which shall be the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement)accordance with SEC Guidance, file a Form 424(b)(5) final Prospectus with the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b)Commission as required by Rule 424.

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 130% all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form 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 at least an 85% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its 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 applicable Effectiveness Date, and shall use its reasonable 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 sold, thereunder or pursuant to Rule 144, or (ii) (A) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k144 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, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent Transfer Agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time 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 a such Registration StatementStatement (such date, the “Effectiveness Date”). The Company shall, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 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(b). Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(b), if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and second by Registrable Securities represented by 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); provided, however, that, prior to any reduction in the number of Registrable Securities included in a Registration Statement as set forth in this sentence, all shares of Common Stock set forth on Schedule 6(b) hereto shall be reduced first. 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.

Shelf Registration. (a) 2.1 On or prior to each Filing Date, the Company shall prepare and file with the Commission a "Shelf" Shelf Registration Statement covering the resale of 130% all of the Registrable Securities that are not then registered and the Warrant Exercise on such Filing Date an effective Shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Shelf 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 and the Warrant Exercise on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2.5) and shall contain (unless otherwise directed by the Holders) substantially the "a Plan of Distribution" attached hereto Distribution reasonably acceptable by Majority-in-Interest; provided, however, that no Holder shall be required to be named as Annex A. 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 Shelf Registration Statement filed under this Agreement (including under Section 2.3) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Shelf Registration Statement (i) have been exercised or sold or exercised thereunder or pursuant to Rule 144, or (ii) may be exercised or sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 (including Rule 144(i)(2), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent Transfer Agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm 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 staff of the Commission, which shall be the date requested for effectiveness of a such Registration Statement. The Company shall, by 9:30 am a.m. Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 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(b)2.4.

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 130100% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form 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 at least an 85% majority in interest of the Holders) substantially the "Plan of Distribution" attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its commercially reasonable 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 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, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification or effectiveness or failure to file a final Prospectus as aforesaid shall be deemed an Event under Section 2(b).

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 130150% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form 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 at least an 85% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause 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 sold, or may be sold without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”). The Company shall 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, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as a foresaid shall be deemed an Event under Section 2(b).

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 130% all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form 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 at least an 85% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause 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 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 sold, thereunder or pursuant to Rule 144, or (ii) (A) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k144 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, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company's transfer agent 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 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 a such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 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(b). Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(b), if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Underlying Shares (applied to the Holders on a pro rata basis based on the total number of unregistered Underlying Shares held by such Holders), and second by Registrable Securities represented by shares of Common Stock (applied, to the Holders on a pro rata basis based on the total number of unregistered shares of Common Stock 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.

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 130125% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form 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 the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”). The Company shall 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 the Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a the Registration Statement. The Company shall, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) with the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b).

Shelf Registration. (a) On or prior With respect to each Filing Dateany Demand Registration, subject to the Company shall prepare and file with the Commission availability of a "Shelf" Registration Statement covering the resale of 130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be registration statement 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 Agreementor any successor form), the Company shall, upon written request from a Demanding Stockholder, effect as soon as practicable and, in any event, within one hundred and five (105) days after receiving a Demand Request, a registration statement providing for the offer and resale of all Registrable Shares in a continuous offering pursuant to Rule 415 under the Securities Act (or any successor rule) with a plan of distribution acceptable to the Holders and suitable for use for the manner of distribution specified by the Holders (a “Shelf Registration”), and, thereafter, shall use its best commercially reasonable efforts to cause a Registration Statement such registration statement to be declared effective under the Securities Act as promptly as possible practicable after the filing thereof, but in any event prior to the applicable Effectiveness Datetwo (2) year anniversary of the date of this Agreement. Such Shelf Registration shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Shares. The Company shall use its best commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until such date as is the earlier of (i) the date when all Registrable Securities Shares covered by such Shelf Registration Statement have been sold or may (ii) the date on which the entire amount of all Registrable Shares is available to be sold in a single sale without volume restrictions any restriction pursuant to Rule 144(k) 144 as determined by the counsel to the Company pursuant to a written opinion letter to such effectletter, addressed and acceptable to the Company's ’s transfer agent to such effect (the “Effectiveness Period”). During the Effectiveness Period, the Company shall supplement or make amendments to such Shelf Registration, if required by the Securities Act or if reasonably requested by the Holders or an underwriter of the Registrable Shares (whether or not required by the form on which the Registrable Shares are being registered), including to reflect any specific plan of distribution or method of sale, and shall use its commercially reasonable efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing. If at any time and for any reason an additional registration statement for the Shelf Registration is required to be filed for any reason, then the Company shall have forty (40) Business Days to file such additional registration statement, and the affected Holders (the "Effectiveness Period"). The Company shall telephonically request effectiveness of a Registration Statement use commercially reasonable efforts to cause such additional registration statement to be declared effective by the SEC 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 Commissionsoon as possible, which shall be the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 am Eastern Time on the Trading Day after the Effective Date but in no event later than one hundred and five (as defined in the Purchase Agreement), file a Form 424(b)(5105) with the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b)days thereafter.

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 130% all of the Registrable Securities that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form S-3 F-1 (except if or Form F-3 to the extent the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case use such registration shall be on another appropriate form in accordance herewithstatement form, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 70% in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. A and substantially the “Selling Shareholders” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Xxxxxx’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its commercial 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 prior to no later than the applicable Effectiveness Date, and shall use its commercial best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 (to the extent applicable), 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 Transfer Agent (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time 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 a such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. (New York City time) on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 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(b2(d).

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 130% all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form 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 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 applicable Effectiveness Date, and shall use its reasonable 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 sold, thereunder or pursuant to Rule 144, or (ii) (A) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k144 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, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent Transfer Agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time p.m. New York City time on a Trading Day. The Company shall immediately notify file a final Prospectus with the Commission as required by Rule 424. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders via facsimile on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and second by Registrable Securities represented by Conversion Shares (applied, in the effectiveness 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); provided, however, that, prior to any reduction in the number of Registrable Securities included in a Registration Statement as set forth in this sentence, all shares of Common Stock set forth on Schedule 6(b) hereto shall be reduced first. In the same Trading Day that event of a cutback hereunder, the Company telephonically confirms effectiveness shall give the Holder at least five (5) Trading Days prior written notice along with the Commission, which shall be the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 am Eastern Time on the Trading Day after the Effective Date (calculations as defined in the Purchase Agreement), file a Form 424(b)(5) with the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b)Holder’s allotment.

Shelf Registration. Within 60 days from the Offering Termination Date (a) On or prior to each the “Filing Date, ”) the Company shall prepare and file with the Commission a "“Shelf" ” Registration Statement covering the resale of 130100% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3SB-2, in which case 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 Exhibit 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 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 Holders, but in no event for more than two years following the Effectiveness Date (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm p.m. Eastern Time on a Trading DayStandard time. The Company shall immediately notify the Holders via facsimile or e-mail of the effectiveness of a Registration Statement on the same Trading Business Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 am Eastern Time shall on the Trading Business Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) final Prospectus with the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b)Commission as required by Rule 424.

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 130% all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that the Company shall use commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (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 at least a 67% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best 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 best 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 sold, or may be sold without volume restrictions limitations 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 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 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 a such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 2 Trading Day Days of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b). Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(b), if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used 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 number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders).

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 130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form 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 DistributionPLAN OF DISTRIBUTION" attached hereto as Annex ANNEX A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness PeriodEFFECTIVENESS PERIOD"). The 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 the Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a the Registration Statement. The Company shall, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) with the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b).

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 130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form 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 ’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, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) with the Commission. Failure to so notify the Holder within 1 one Trading Day of such notification shall be deemed an Event under Section 2(b).

Shelf Registration. (a) A. On or prior to each Filing Date, the Company shall prepare and file with the Commission SEC a "Shelf" Registration Statement covering the resale of 130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415as would permit or facilitate the resale and distribution of all the Registrable Securities in the manner reasonably requested by the Holders. The Registration Statement shall be on Form S-3 S-1 (except if or such other form available to 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 herewithCompany) and shall contain (unless otherwise directed by the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. The Company shall have the right, in its sole and exclusive discretion, to require all Holders to sell the Registrable Securities through a registered broker-dealer designated by the Company and reasonably acceptable to a majority in interest of the Holders, at a price agreed upon by such Holders, which broker-dealer shall have reasonable discretion to distribute the Registrable Securities in an orderly manner that minimizes adverse impacts on future sales and prices of the Common Stock. Subject to the terms of this Agreement, the Company shall use its best 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 best 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 restrictions pursuant to Rule 144(k) 144 as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders Holders, but in no event more than three (3) years from the Closing Date (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time on a Trading Business Day. The Company shall immediately notify the Holders via facsimile or other electronic transmission of the effectiveness of a Registration Statement as soon as reasonably practicable on the same Trading Business Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) with the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b)SEC.

Shelf Registration. (a) On or prior to each Filing DateIn the event that, for any reason, the Company shall prepare and is unable to file with the Commission a "Shelf" an Issuance Registration Statement covering the resale of 130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company Section 1(a) above or 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 unable to cause a an Issuance Registration Statement to be declared effective by the SEC, within thirty (30) days following the later of (i) the first date on which the Units issued pursuant to the Limited Partnership Agreement may be exchanged for shares of Common Stock or (ii) receipt by the Company of a written request (the "Shelf Registration Request") by the Holders of not less than forty percent (40%) of the Units, the Company shall file a registration statement on Form S-3 (a "Shelf Registration Statement") under Rule 415 under the Securities Act as promptly as possible after the filing thereof, but in any event prior relating to the applicable Effectiveness Date, and resale by the Holders of all Registrable Shares. The Company shall use its best reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC. The Company agrees to use reasonable efforts to keep such the Shelf Registration Statement continuously effective under until the Securities Act until date (the "Shelf Registration Expiration Date") which is the earliest of (a) one (1) year following the date on which all Units have been exchanged or redeemed pursuant to the Limited Partnership Agreement, (b) the date which is the fifth anniversary of the date on which such Shelf Registration Statement was declared effective by the SEC, (c) the date on which all Registrable Securities covered Shares are disposed of by the Holders, or (d) such date on which it is no longer necessary to keep the Shelf Registration Statement have been sold effective because all Holders may freely sell their respective Registrable Shares without limitation on volume or may be sold without volume restrictions manner of sale pursuant to Rule 144(k) as determined by promulgated under the counsel to Securities Act (or any successor rule or regulation). After the Company has filed the Shelf Registration Statement, any obligation of the Company to file an Issuance Registration Statement pursuant to a written opinion letter to such effect, addressed and acceptable to Section 1(a) above shall be suspended for as long as the Company's transfer agent and the affected Holders (the "Effectiveness Period")Shelf Registration Statement remains effective. The Company shall telephonically request effectiveness of a not be required to file and have the SEC declare effective more than one Shelf 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, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) with the Commission. Failure pursuant to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under this Section 2(b1(b).

Shelf Registration. (a) On or prior to each the Filing Date, the Company Gran Tierra shall prepare and file with the Commission a "“Shelf" ” Registration Statement covering the resale of 130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company Gran Tierra 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 at least a 51% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. A, as may be revised by the Company in its reasonable discretion in response to comments received by the Commission or to conform the Plan of Distribution with a plan of distribution contained in a registration statement with which the Registration Statement is combined. Subject to the terms of this Agreement, the Company Gran Tierra shall use its reasonable 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 reasonable 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 sold, or may be sold without volume restrictions pursuant to Rule 144(k) 144, as determined by the counsel to the Company Gran Tierra pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's Gran Tierra’s transfer agent and the affected Holders (the "“Effectiveness Period"”). The Company agrees to include in any such Registration Statement all information that the Holders of Registrable Securities may reasonably request. 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 Gran Tierra telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Participation Agreement), file a Form 424(b)(5) final Prospectus with the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b)Commission as required by Rule 424.

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 130% all of the Registrable Securities that are not then registered on such Filing Date an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form S-3 (except if an appropriate form covering the Company is not then eligible to register for resale of the Registrable Securities on Form S-3and, in which case such registration shall be on another appropriate form in accordance herewith) and subject to any comments from the Commission, shall contain (unless otherwise directed by at least 60% in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. A and substantially the “Selling Stockholder” section attached hereto as Annex A; 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 commercial best efforts to cause a Registration Statement to filed under this Agreement be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to no later than the applicable Effectiveness Date, and shall use its commercial best efforts to keep such Registration Statement continuously effective under the Securities Act as to a Holder until all the date that the Registrable Securities of the Holder covered by such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company Counsel pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent Transfer Agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time p.m. (New York City time) on a Trading Day. The Company shall immediately promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same no later than one (1) Trading Day that after the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a such Registration Statement. The Company shall, shall file a final Prospectus with the Commission as required by Rule 424 no later than 9:30 am Eastern Time on the a.m. (New York City time) one (1) Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) with the Commission. Failure to so notify the Holder within 1 Trading Day effective date of such notification shall be deemed an Event under Section 2(b)Registration Statement.

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 130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form 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 Form S-1, or if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 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 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 best efforts to keep such Registration Statement continuously effective (subject to any Allowed Delay under Section 3(j) hereof) under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold sold, or may be sold without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”); provided, however, the Company may delete from the Registration Statement any securities that may be sold without volume restrictions pursuant to Rule 144 as provided above. The Company shall telephonically request acceleration of effectiveness of a the Registration Statement as no later than two business days after notice from the Commission that the Registration Statement has been cleared of 5:00 pm Eastern Time on a Trading Dayall comments. The Company shall immediately notify the Holders via facsimile promptly after the Company receives notification of the effectiveness of a Registration Statement on the same Trading Day that Statement; however, not later than forty-eight hours after the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 am Eastern Time shall on the Trading Day after the Effective Date (as defined in the Purchase Agreement)Date, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure Notwithstanding anything herein to so notify the Holder within 1 Trading Day contrary, the amount of such notification Registrable Securities required to be included in the initial Registration Statement shall be deemed an Event under Section 2(b)limited to not less than 100% of the maximum amount (“Rule 415 Amount”) of Common Stock which may be included in a single Registration Statement without exceeding registration limitations imposed by the Commission pursuant to Rule 415 of the Securities Act.

Shelf Registration. (a) On or prior to each Filing Date, Within fifteen (15) business days following the Company shall prepare and file with the Commission a "Shelf" Registration Statement covering the resale of 130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 Closing (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 FILING DATE"), Buyer agrees to the terms of this Agreement, the Company shall use its best efforts to file a "shelf" registration statement on Form S-3 pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the SEC with respect to the Registrable Securities (the "SHELF REGISTRATION"). Buyer agrees to use its good faith reasonable efforts to cause a the Shelf Registration Statement to be declared effective as soon as reasonably practicable after such filing, and upon effectiveness thereof, to keep the Shelf Registration continuously effective for a period of eighteen (18) months after the Closing Date (the "REQUISITE PERIOD"); PROVIDED, HOWEVER, the effectiveness of the Shelf Registration may be terminated at such time that (i) the shares covered by such registration statement are no longer Registrable Securities or (ii) the Stockholders hold in the aggregate less than 30,000 shares of Registrable Securities (as equitably adjusted to reflect any stock split, stock dividend, recapitalization, merger, reorganization or similar event affecting the capital stock of Buyer following the Closing Date) which can be sold within a single three month period pursuant to Rule 144 (or similar provision then in effect) under the Securities Act as promptly as possible after Act. Buyer's obligation in the filing thereofpreceding sentence to file the registration statement by the Filing Date is subject to day for day extension to the extent the Stockholders do not provide Buyer promptly, but in no event less than ten (10) days before the proposed filing date, all information relating to them necessary for inclusion in the registration statement as reasonably requested by Buyer. Buyer may postpone the filing of any event prior registration statement required hereunder for a reasonable period of time, not to exceed ninety (90) days in the applicable Effectiveness Dateaggregate during the Requisite Period, if a Chief Executive Officer of Buyer determines reasonably and in good faith it would be seriously detrimental to Buyer and its stockholders for such registration to be effected at such time; PROVIDED that (i) Buyer shall use its best efforts suspend sales under all pre-effective and effective registration statements filed pursuant to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold and shall not file on behalf of Buyer or may be sold without volume restrictions any other security holder of Buyer any additional registration statements pursuant to Rule 144(kthe Securities Act during such period, (ii) as determined Buyer and its officers and directors are prohibited from selling Buyer's Stock during this period and (iii) the Requisite Period shall be extended 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 number 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, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) with the Commission. Failure to so notify the Holder within 1 Trading Day days of such notification shall be deemed an Event under Section 2(b)delay.

Shelf Registration. (a) On To the extent that the Company does not have as of the First Anniversary, the Second Anniversary or prior to each Filing Datethe Third Anniversary, as applicable, an effective shelf Registration Statement under which the Registrable Securities could be immediately offered and sold, the Company shall prepare and file with the Commission a "Shelf" separate Registration Statement Statements covering the resale of 130% of the Registrable Securities on such Filing Date for an offering offerings to be made on a continuous basis pursuant to Rule 415. The 415 under the Securities Act of 1933, as follows: (i) a Registration Statement covering at least 25% of the Registrable Securities by the First Anniversary; (ii) a Registration Statement covering such additional Registrable Securities such that by the Second Anniversary at least 50% of all Registrable Securities shall be covered by the Registration Statements referred to in clauses (i) and (ii) of this Section 2(a); and (iii) a Registration Statement covering the remaining Registrable Securities by the Third Anniversary such that all Registrable Securities shall be covered by a Registration Statement and can be immediately offered and sold pursuant thereto. In lieu of the foregoing, the Company may, in its sole discretion, elect to file a Registration Statement with the Commission to register 100% of the Registrable Securities on or before the First Anniversary. Each Registration Statement required hereby 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. N-2. 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 commercially reasonable best efforts to keep any such Registration Statement filed pursuant hereto continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period")Purchasers. 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 agrees to use commercially reasonable efforts to notify the Holders via facsimile Purchasers of the effectiveness of a Registration Statement on the same Trading Day that as soon as practicable after the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) with the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b).

Shelf Registration. (a) 2.1. On or prior to each Filing Date, the Company shall prepare and file with the Commission a "Shelf" Registration Statement covering the resale of 130% all of the Registrable Securities that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form S-1 (or Form S-3 (except if to the extent the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case use such registration shall be on another appropriate form in accordance herewithstatement form, subject to the provisions of Section 2.5) 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. 2.1.1 and substantially the “Selling Stockholders” section attached hereto as Annex 2.1.2; provided, however, that no Holder shall be required to be named as an “underwriter” without such Xxxxxx’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 3.3) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 (to the extent applicable), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent Transfer Agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time 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 a such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. (New York City time) on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 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(b)2.4.

Shelf Registration. (a) On or prior to each the Initial Filing Date, the Company shall prepare and file with the Commission a "Shelf" an initial Registration Statement (the “Initial Registration Statement”) covering the resale of 130% all or such maximum portion of the Registrable Securities as permitted by SEC Guidance that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if ; provided, however, the Company is not then eligible shall use diligent efforts to register advocate with the Commission for resale the registration of all of the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Except as provided in the foregoing sentence, the Initial Registration Statement shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a the Initial Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Initial Registration Statement Effectiveness Date, and shall use its best efforts to keep such Initial Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Initial Registration Statement have been sold sold, or may be sold without volume restrictions pursuant to Rule 144(k) ), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Initial Registration Statement Effectiveness Period"”). The Company shall telephonically request effectiveness of a the Initial Registration Statement as of 5:00 pm Eastern Time on a Trading Day. The Statement, and the Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a the Initial Registration Statement on the same within one (1) Trading Day that of the date upon which the Company telephonically confirms effectiveness with the Commission, Commission which notice shall be made simultaneously with all selling shareholders on the date requested for effectiveness of a Initial Registration Statement. The Company shall, by 9:30 am Eastern Time 3:00 p.m. New York City time on the first Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Initial Registration Statement, file a Form 424(b)(5) final Prospectus with the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b)Commission as required by Rule 424.

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 130% all of the Registrable Securities that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form S-3 F-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3F-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by required pursuant to written comments received from the HoldersCommission upon a review of such Registration Statement) substantially the "“Plan of Distribution" ” attached hereto as Annex A. A (which may be modified to respond to comments, if any, provided by the Commission or to reflect any non-material changes). 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 prior to no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent Transfer Agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm 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 a such Registration Statement. The Company shall, by 9:30 am a.m. Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 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(b2(d).

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 130% all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (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 at least an 85% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause 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 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 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 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 a such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b). Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(b), if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and second by Registrable Securities represented by 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); provided, however, that, prior to any reduction in the number of Registrable Securities included in a Registration Statement as set forth in this sentence, the number of shares of Common Stock set forth on Schedule 6(b) hereto which shall have been included on such Registration Statement shall be reduced by up to 100% before any Registrable Securities are excluded. Notwithstanding anything herein to the contrary, the amount of Registrable Securities required to be included in the Initial Registration Statement (“Initial Registrable Securities”) shall be limited to not less than 100% of the maximum amount (“Rule 415 Amount”) of Common Stock which may be included in a single Registration Statement without exceeding registration limitations imposed by the Commission pursuant to Rule 415. In the event that less than all of the Initial Registrable Securities are included in the Registration Statement as a result of such limitation, then the Company will file additional Registration Statements each registering the Rule 415 Amount seriatem, until all of the Initial Registrable Securities have been registered.

Shelf Registration. (a) 2.1.1 On or prior to each Filing Date, the Company shall prepare and file with the Commission a "Shelf" Registration Statement covering the resale of 130% all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form S-3 S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form Form S-3 in accordance herewithherewith (or any successor form to Form S-3, or any similar short-form Registration Statement)) 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 commercially reasonable efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as possible practicable after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best 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 sold, or may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 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 Company's transfer agent Transfer Agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time p.m. New York City time on a Trading Business Day. The Company shall immediately promptly notify the Holders via facsimile by e-mail of the effectiveness of a Registration Statement on the same Trading Business Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 am Eastern Time on no later than the Trading second Business Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b)Commission as required by Rule 424.

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 130% all or such portion of the Registrable Securities as permitted by SEC Guidance (provided that the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (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 at least an 66% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause 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 sold, or may be sold without volume restrictions pursuant to Rule 144(k) 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’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 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail delivery of a “.pdf” format data file of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement)Date, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b). Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(b), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and second by Registrable Securities represented by 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).

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 130% all of the Registrable Securities that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415basis. The 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 at least an 85% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. In the event that the Commission does not permit the Company to register in any Registration Statement all of the Registrable Securities pursuant to Rule 415 (or other applicable Commission Guidance or rule adopted by the Commission), the Company shall amend such Registration Statement to register such maximum portion as permitted by SEC Guidance (provided that the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on an effective Registration Statement. 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 sold, or may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k) 144 and, without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent Transfer Agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically submit a request for acceleration of effectiveness of a Registration Statement as of 5:00 pm Eastern Time p.m. New York City time on a or before the fifth Trading DayDay following the Commission’s notice to the Company that the Commission will not be reviewing the Registration Statement. The Company shall immediately notify the Holders via facsimile 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 a Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder Holders within 1 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(b). Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(b)(iii), if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced in the following order; (1) by the total number of shares underlying the Maxim Warrants, on a pro-rata basis, and (2) pro-rata among all other Holders, and unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by the Warrant Shares (applied, in the case that some Warrant Shares may already be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and second by Registrable Securities represented by the Conversion Shares (applied, in the case that some Conversion Shares may already be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders).

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 130% all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (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 at least an 85% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause 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 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 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 p.m. New York City time on a Trading Day. The Company shall immediately promptly notify the Holders via facsimile or by e-mail, provided that each Purchaser has provided such information to the Company, 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 such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b). Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(b), if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and second by Registrable Securities represented by 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); provided, however, that, prior to any reduction in the number of Registrable Securities included in a Registration Statement as set forth in this sentence, the number of shares of Common Stock set forth on Schedule 6(b) hereto which shall have been included on such Registration Statement shall be reduced by up to 100%.

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 130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form 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 DistributionPLAN OF DISTRIBUTION" attached hereto as Annex ANNEX A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness PeriodEFFECTIVENESS PERIOD"). The 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 the Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a the Registration Statement. The Company shall, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Securities Agreement), file a Form 424(b)(5) with the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b).

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 130% all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form 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 at least an 85% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause 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 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 sold, thereunder or pursuant to Rule 144, or (ii) (A) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k144 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, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent Transfer Agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time 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 a such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 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(b). Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(b), if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by 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).

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 130% all or such portion of the Registrable Securities as permitted by SEC Guidance (provided that the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (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 at least an 85% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause 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 sold, or may be sold without volume restrictions pursuant to Rule 144(k) (the “Effectiveness Period”) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (Holders; provided, however, that each Holder shall provide the "Effectiveness Period"Company with such information as may reasonably be requested in order to determine whether such Registrable Securities may be sold pursuant to Rule 144(k). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail delivery of a “.pdf” format data file of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement)Date, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b). Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(b), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and second by Registrable Securities represented by 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).

Shelf Registration. (a) On or prior to each the Filing Date, the Company shall prepare and file with the Commission a "Shelf" the Registration Statement covering the resale of 130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form 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. Not less than three business days prior to filing of the Registration Statement, the Company shall provide each Holder with a copy of the Registration Statement proposed to be filed and shall consider all appropriate comments that are timely provided by such Holder with respect to the Registration Statement. Subject to the terms of this Agreement, the Company shall use its commercially reasonable best efforts to cause a 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 commercially reasonable best efforts to keep such the Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) 144 as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’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 or electronic mail of the effectiveness of a the Registration Statement on the same within 3 Trading Day that Days of the Company telephonically confirms confirming effectiveness with the Commission, which shall be the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 am AM Eastern Time on the Trading Day that is 3 Trading Days after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) with the Commission. Failure Each Holder agrees to so notify furnish to the Company a completed Selling Security Holder within 1 Trading Day Questionnaire simultaneously with the execution of such notification shall be deemed an Event under Section 2(b)this Agreement.

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 130% all, or such maximum portion as permitted by SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the SEC, Compliance and Disclosure Interpretations: Securities Act Rules 612.09), of the Registrable Securities that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders of at least a majority in interest of the HoldersRegistrable Securities) substantially the "“Plan of Distribution" ” attached hereto as Annex Exhibit 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 or on the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act from the date such Registration Statement is declared 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 condition under Rule 144(k) 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time p.m. New York City time on a Trading Day. The Company shall immediately as promptly as reasonably practicable under the circumstances 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 a such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to so notify be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder within 1 Trading Day as to its Registrable Securities, the number of Registrable Securities to be registered on such notification shall Registration Statement will first be deemed an Event under Section 2(breduced by Registrable Securities represented by Warrant Shares (applied, if some Warrant Shares are registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders) and then by Conversion Shares (applied, if some Conversion Shares are registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders) and then by shares of Common Stock (applied, if some shares of Common Stock are registered, to the Holders on a pro rata basis based on the total number of shares of Common Stock held by such Holders).

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 130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form 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 reasonable 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 reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until all the earlier of (i) beginning 1 year after the date hereof, 95% of the Registrable Securities covered by such Registration Statement have been sold or and the balance of the Registrable Securities may be then sold pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders and (ii) 100% of the Registrable Securities may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”). The Company shall 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, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) with the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b).

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 130% all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form 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 at least an 85% majority in interest of the Holders) substantially the "“Plan of Distribution" ” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause a Registration Statement filed hereunder to be declared effective under the Securities Act as promptly as reasonably possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its reasonable 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) (A) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(k144 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, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent Transfer Agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time 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 a such Registration Statement. The Company shall, by 9:30 am Eastern Time a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure to so notify the Holder within 1 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(b). Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(b), if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and second by Registrable Securities represented by 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); provided, however, that, prior to any reduction in the number of Registrable Securities included in a Registration Statement as set forth in this sentence, all shares of Common Stock set forth on Schedule 6(b) hereto shall be reduced first. In the event of a cutback hereunder, the Company shall give the Holder at least 5 Trading Days prior written notice along with the calculations as to such Holder’s allotment.

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 130% all, or such maximum portion as permitted by SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29), of the Registrable Securities that are not then registered on such Filing Date an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) 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 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 or on the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act from the date such Registration Statement is declared 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 restriction under Rule 144(k) 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's ’s transfer agent and the affected Holders (the "“Effectiveness Period"”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time p.m. New York City time on a Trading Day. The Company shall immediately as promptly as practicable under the circumstances 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 a such Registration Statement. The Company shall, by 9:30 am Eastern Time on the Trading Day promptly after the Effective Date (as defined in the Purchase Agreement)effective date of such Registration Statement, file a Form 424(b)(5) final Prospectus with the CommissionCommission as required by Rule 424. Failure Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to so notify be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder within 1 Trading Day as to its Registrable Securities, the number of Registrable Securities to be registered on such notification shall Registration Statement will first be deemed an Event under Section 2(breduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders) and then by Registrable Securities represented by Shares (applied to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders).

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 130200% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form 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, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) with the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b).

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 130100% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form 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 agreed by at least a 66 2/3% 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 commercially reasonable 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 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, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) final Prospectus with the CommissionCommission if and as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification or effectiveness or failure to file a final Prospectus as aforesaid shall be deemed an Event under Section 2(b).