Common use of Registration Statements Clause in Contracts

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five (45) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five (45) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 the Company is not then available eligible to use Form S-3 to register the Companyresale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities. Such Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor Investor’s Liquidated Damages Amount for each 30-day period (or pro rata for any portion thereof thereof) following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the such Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Investors to seek specific performance of the provisions hereofinjunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Purchase Agreement Memorandum (the “Closing Date”) but no later than forty-five thirty (4530) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ sole monetary exclusive remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereofevents. Such payments shall be made to each Investor in cashcash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadline.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) Date but no later than forty-five twenty (4520) calendar days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of all of the Registrable SecuritiesSecurities which, for the avoidance of doubt, may also register the sale of primary securities. Such Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. distribution, substantially in the form and substance, set forth in Part III of each Investor’s Selling Stockholder Notice and Questionnaire. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Upon request, such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the fifth Business Day following the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51% of the aggregate amount invested paid pursuant to the Purchase Agreements by such Investor for such Registrable Securities then held by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Investors to seek specific performance of the provisions hereofinjunctive relief. Such payments shall be made to each Investor in cashcash no later than five (5) Business Days after the end of each 30-day period (the “Payment Date”). Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by the Payment Date until such amount is paid in full. Notwithstanding the foregoing, the Company will not be liable for any liquidated damages under this Section 2(a)(i) with respect to any Common Warrant Shares prior to their issuance.

Registration Statements. (a) As promptly as reasonably practicable, but in any event no later than January 25, 2019, (i) Promptly following the closing of Company, SpinCo, Parent and Merger Sub shall jointly prepare, and Parent shall file with the purchase and sale of SEC, an amendment to Parent’s registration statement on Form S-4 (333-227444) to register under the securities contemplated by 1933 Act the Purchase Agreement Parent Share Issuance (together with all supplements, amendments, prospectuses and/or information statements, the “Closing DateParent Registration Statement”) but no later than forty-five and (45ii) days after subject to the Closing Date (the “Filing Deadline”last sentence of this Section 8.02(a), the Company Company, SpinCo, Parent and Merger Sub shall prepare jointly prepare, and SpinCo shall file with the SEC one Registration Statement a registration statement on Form SB-2 S-1 to register under the 1933 Act, the SpinCo Common Stock to be distributed in the Distribution (ortogether with all supplements, if Form SB-2 is not then available to amendments, prospectuses and/or information statements, the “SpinCo Registration Statement” and, together with the Parent Registration Statement, the “Registration Statements”). Each of the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSpinCo, subject to the Required Investors’ consent), covering the resale of the Registrable Securities. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act Parent and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Merger Sub shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to have the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not Statements filed with the SEC become effective under the 1933 Act on or prior before February 14, 2019. Each of Parent and SpinCo and the Company shall also take any action required to be taken under any applicable state securities laws in connection with, in the Filing Deadlinecase of Parent, the Parent Share Issuance and, in the case of the Company, the issuance and distribution of the SpinCo Common Stock in the Distribution. The parties hereto shall cooperate in preparing and filing with the SEC the Registration Statements and any necessary amendments or supplements thereto. Parent and Merger Sub shall furnish all information concerning Parent and its Subsidiaries, and the Company and SpinCo shall furnish all information concerning the Company, SpinCo, the Tiger Business and the Transferred Subsidiaries, as may be reasonably requested by the other parties hereto in connection with the preparation, filing and distribution of the Registration Statements or the prospectus contained therein, as applicable, and any necessary amendments or supplements thereto. None of the Registration Statements or prospectus contained therein, as applicable, or any amendment or supplement thereto shall be filed or mailed to stockholders without the written consent of all of the parties hereto (such consent not to be unreasonably withheld, conditioned or delayed), except as required by Applicable Law. Following the date hereof, if doing so would not delay the consummation of the transactions contemplated hereby (except for any delay that would not, in the aggregate, result in a delay of Closing by more than three Business Days), the Company will make pro rata payments may elect for SpinCo to each Investorfile with the SEC a registration statement on Form 10 in lieu of the registration statement on Form S-1 described above (and if the Company makes such an election, as liquidated damages the term “SpinCo Registration Statement” shall refer to such Form 10 (and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor SpinCo Form S-1) for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cashall purposes hereunder).

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Initial Purchase Agreement (the “Closing Date”) but no later than forty-five ninety days (4590) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 F-3 (or, if Form SB-2 F-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable SecuritiesSecurities in the United States. Such Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock Shares resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any Common Shares or other securities for the account of those rights with respect to any other holder without the Registration Statementprior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.52.0% of the aggregate amount invested Purchase Price (as defined in the applicable Purchase Agreement) paid by the Investor pursuant to the applicable Purchase Agreement for the Registrable Securities by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Investors to seek specific performance of the provisions hereofinjunctive relief. Such payments shall be made to each Investor in cashcash no later than three (3) Business Days after the end of each such 30-day period.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “First Closing Date”) Date but no later than forty-five thirty (4530) days after the First Closing Date (the “First Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities in an amount at least equal to the Conversion Shares issuable upon conversion of the Initial Shares and exercise of the Warrants (the “Initial Registrable Securities”). Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall be entitled to include shares of Common Stock issuable upon conversion of its outstanding Convertible Debentures and any payment-in-kind interest thereon. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Initial Registrable Securities is not filed with the SEC on or prior to the First Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed First Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following On or prior to the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than date forty-five (45) days after following the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one a Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), subject to the Required Investors’ consentprovisions of Section 2.1(c), covering for the resale of the Registrable SecuritiesSecurities pursuant to an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”). Such Shelf Registration Statement shall shall, subject to the limitations of Form S-3, include the plan aggregate amount of distribution attached hereto as Exhibit A. Such Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” substantially in the form of Annex A (which may be modified to respond to comments, if any, provided by the SEC). To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement also filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall cover(i) inform each of the Participating Holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration Statement as required by the SEC and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 not acquired pursuant to a Subscription Agreement (whether pursuant to registration rights or otherwise), and second by Registrable Securities acquired pursuant to a Subscription Agreement (applied, in the case that some Shares may be registered, to the extent allowable under Holders on a pro rata basis based on the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate total number of additional shares unregistered Shares held by such Holders, subject to a determination by the SEC that certain Holders must be reduced first based on the number of Common Stock resulting from stock splits, stock dividends Shares held by such Holders or similar transactions with respect to cannot sell their Shares in a secondary offering). In the Registrable Securities. The event the Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights amends the Shelf Registration Statement or files a waiver of those rights with respect to the New Registration Statement. The Registration Statement , as the case may be, under clauses (and each amendment i) or supplement thereto, and each request for acceleration of effectiveness thereof(ii) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadlineabove, the Company will make pro rata payments use its commercially reasonable efforts to each Investorfile with the SEC, as liquidated damages and promptly as allowed by the SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Shelf Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statement”). In no event shall any Participating Holder be identified as a penalty, statutory underwriter in an amount equal the Registration Statement unless in response to 1.5% a comment or request from the staff of the aggregate amount invested by SEC or another regulatory agency; provided, however, that if a Participating Holder would be deemed a statutory underwriter, such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but Holder shall not limit be included in the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cashRegistration Statement.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Recapitalization Agreement (the “Closing Date”) but no later than forty-five the earlier of (45i) thirty (30) days after the Closing Date Shareholders Meeting and (ii) September 30, 2008 (the earlier of such dates, the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 the Company is not then available eligible to use Form S-3 to register the Companyresale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities. Such Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor Investor’s Liquidated Damages Amount for each 30-day period (or pro rata for any portion thereof thereof) following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the such Registrable Securities. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Investors to seek specific performance of the provisions hereofinjunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) Date but no later than forty-five thirty (4530) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Commission a Registration Statement on Form SB-2 S-3 covering all of the Registrable Securities issued at the Closing (or, the “Registrable Securities”) (except if Form SB-2 the Company is not then available eligible to the Company, on such form of registration statement as is then available to effect a registration register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form); provided, however, that the Company shall not be required to file such Registration Statement during a Blackout Period. The Company shall (i) use its commercially reasonable efforts to cause such Registration Statement to be declared effective no later than the Registration Effectiveness Date and (ii) use its commercially reasonable efforts to keep such Registration Statement effective for a period of three (3) years after the SEC Effective Date or for such shorter period ending on the earlier to occur of: (x) the date on which all Registrable Securities have been transferred other than to a Permitted Assignee and (y) the date as of which all Holders may sell all of the Registrable Securities without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) within a ninety (90) day period (the “Effectiveness Period”); provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(a), or keep such registration effective pursuant to the terms hereunder, in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities laws of such jurisdiction or to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case where it has not already done so. The Company shall be entitled to suspend the effectiveness of a Registration Statement at any time prior to the expiration of the Effectiveness Period during a Blackout Period for the reasons and time periods set forth in the definition thereof. Notwithstanding the foregoing, in the event that the Staff should limit the number of Registrable Securities that may be sold pursuant to such Registration Statement, the Company may remove from such Registration Statement such number of Registrable Securities as specified by the Commission (such Registrable Securities, subject to the Required Investors’ consent), covering the resale “Reduction Securities”) on behalf of all of the holders of Registrable Securities. Such Registration Statement shall include Securities first from the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting issued or issuable upon exercise of the outstanding Warrants, on a pro-rata basis among the holders thereof, and second from stock splitsthe other Registrable Securities on a pro-rata basis among the holders thereof. In such event, stock dividends the Company shall give the applicable holders of Registrable Securities prompt notice of the number of Registrable Securities excluded from such Registration Statement. The Company shall, at the first opportunity that is permitted by the Commission, register for resale the Reduction Securities (pro rata among the Holders of such Reduction Securities) using one or similar transactions with respect more registration statements that it is then entitled to use; provided, however, that the Registrable SecuritiesCompany shall not be required to register such Reduction Securities during a Blackout Period. The Company shall use its commercially reasonable best efforts to obtain from cause each person who now has piggyback such registration rights a waiver of those rights statement to be declared effective under the Securities Act as soon as possible, and shall use its commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act during the entire Effectiveness Period. No liquidated damages shall accrue or be payable to any Holder pursuant to Section 3(b) below with respect to any Registrable Securities that are excluded by reason of (i) the Registration Statement. The Registration Statement Staff limiting the number of Registrable Securities that may be sold pursuant to a registration statement (and each amendment provided that the Company continues to use commercially reasonable efforts to register such Reduction Securities for resale by other available means) or supplement thereto, and each request for acceleration of effectiveness thereof(ii) shall be provided in accordance with Section 3(c) such Holder failing to provide to the Investors Company information concerning the Holder and their counsel prior to its filing or other submission. If a Registration Statement covering the manner of distribution of the Holder’s Registrable Securities that is not filed required by SEC Rules to be disclosed in a registration statement utilized in connection with the SEC on or prior registration of registrable securities. Notwithstanding anything herein to the Filing Deadlinecontrary, if the Commission limits the Company’s ability to file, or prohibits or delays the filing of a new registration statement, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be deemed a failure by the Company will make pro rata payments to each Investor, use commercially reasonable efforts as set forth above or elsewhere in this Agreement and shall not require the payment of any liquidated damages and not as a penalty, in an amount equal to 1.5% of by the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cashCompany under this Agreement.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five thirty (4530) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-1 (or, if Form SB-2 S-1 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities. Such Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Investors to seek specific performance of the provisions hereofinjunctive relief. Such payments shall be made to each Investor in cashcash no later than three (3) Business Days after the end of each 30-day period.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by Closing Date (as defined in the Purchase Agreement (the “Closing Date”Agreement) but no later than forty-five thirty (4530) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 F-3 (or, if Form SB-2 F-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock Ordinary Shares resulting from stock splits, stock dividends or similar transactions with respect to the Initial Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ sole monetary exclusive remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereofevents. Such payments shall be made to each Investor in cash. For the avoidance of doubt and as an example only, in the event that the Company files a Registration Statement three days after the Filing Deadline, the Company would be liable for liquidated damages in the amount of US$1,200.00.

Registration Statements. As soon as reasonably practicable following (i) Promptly following the closing of the purchase and sale of the securities contemplated by Closing (as defined in the Purchase Agreement (the “Closing Date”) Agreement), but no later than forty-five thirty (4530) days after the Closing (the “Shares Filing Deadline”), the Company shall prepare and file with the SEC a Registration Statement on Form S-3 (the “Shares Registration Statement”) covering the resale of the Shares and (ii) the Shareholder Approval Date, but no later than thirty (30) days after the Shareholder Approval Date (the “Warrant Shares Filing Deadline” and, together with the Shares Filing Deadline, each a “Filing Deadline”), the Company shall prepare and file with the SEC one a Registration Statement on Form SB-2 S-3 (orthe “Warrant Shares Registration Statement” and, if Form SB-2 is not then available to together with the CompanyShares Registration Statement, on such form of registration statement as is then available to effect each a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), “Registration Statement”) covering the resale of the Registrable Securities. Such Warrant Shares; provided, however, that if and to the extent that the Shares and the Warrant Shares may be included in a single Registration Statement in accordance with the Securities Act and the rules and regulations promulgated thereunder, the Company shall include the plan of distribution attached hereto as Exhibit A. Such Shares and the Warrant Shares in the Shares Registration Statement and shall file such Registration Statement in accordance with the terms and time periods applicable to such Shares Registration Statement. The Registration Statement(s) also shall cover, to the extent allowable under the 1933 Securities Act and the rules and regulations promulgated thereunder (including Rule 416)thereunder, such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration StatementShares. The Registration Statement Statement(s) (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the applicable Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% one percent (1.0%) of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed applicable Filing Deadline for which no Registration Statement is filed with respect to the such Registrable Securities. Such payments ; provided, however, that the aggregate amount of such liquidated damages payable to each Investor, together with the amount of any liquidated damages previously paid pursuant to any provision of this Agreement, shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance under no circumstances exceed twelve percent (12%) of the provisions hereofaggregate amount invested by such Investor. Such payments shall be made to each Investor in cash.

Registration Statements. On November 8, 2013, the Company prepared and filed with the SEC a Registration Statement on Form S-3 (i) Promptly following No. 333-192216), for an offering to be made on a continuous basis pursuant to Rule 415 under the closing of the purchase and sale of the securities contemplated by the Purchase Agreement Securities Act (the “Closing DateInitial Shelf Registration Statement”) but no later than forty-five (45) days after of the Closing Date (the “Filing Deadline”)Initially Registered Securities. On or prior to May 8, 2015, the Company shall prepare and file with the SEC one an additional Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Exchange Registrable Securities) for an offering of the Exchange Registrable Securities (which shall include the number of unsold Initially Registered Securities, subject which may be deregistered from the Initial Shelf Registration Statement upon the effectiveness of such additional Registration Statement) to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Exchange Additional Shelf Registration Statement”). Promptly following the Requisite Stockholder Approval, the Company shall prepare and file with the SEC an additional Registration Statement on Form S-3 (or, if Form S-3 is not available to the Required Investors’ consent)Company, covering the on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities. Such Registration Statement ) for an offering of all Registrable Securities (which shall include the plan number of unsold Initially Registered Securities and Exchange Registrable Securities, each of which may be deregistered from the Exchange Additional Shelf Registration Statement upon the effectiveness of such additional Registration Statement) to be made on a continuous basis pursuant to Rule 415 under the Securities Act (together with the Exchange Additional Shelf Registration Statement, the “Additional Shelf Registration Statements”). The Additional Shelf Registration Statement(s) shall include the aggregate amount of Registrable Securities, as applicable, to be registered therein and the intended methods of distribution attached hereto as Exhibit A. Such Registration Statement also shall coverthereof, subject to the limitations of Form S-3. To the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number and regulations of additional shares the Commission do not permit the Additional Shelf Registration Statement(s) to include all of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The , as applicable, the Company shall use its reasonable best efforts to obtain register the maximum amount permitted by the Commission and those Registrable Securities required to be omitted from each person who now has piggyback registration rights a waiver of those rights with respect to the such Additional Shelf Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereofStatement(s) shall be provided determined in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% sole discretion of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cashPrincipal Purchasers.

Registration Statements. On or prior to the date ten (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five (4510) days after following the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one a Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), subject to the Required Investors’ consentprovisions of Section 2.1(c), covering for the resale of the Registrable SecuritiesSecurities pursuant to an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”). Such Shelf Registration Statement shall shall, subject to the limitations of Form S-3, include the plan aggregate amount of distribution attached hereto as Exhibit A. Such Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” substantially in the form of Annex A (which may be modified to respond to comments, if any, provided by the SEC). To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement also filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall cover(i) inform each of the Participating Holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration Statement as required by the SEC and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 not acquired pursuant to the Subscription Agreement (whether pursuant to registration rights or otherwise), and second by Registrable Securities acquired pursuant to the Subscription Agreement (applied, in the case that some Shares may be registered, to the extent allowable under Holders on a pro rata basis based on the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate total number of additional shares unregistered Shares held by such Holders, subject to a determination by the SEC that certain Holders must be reduced first based on the number of Common Stock resulting from stock splits, stock dividends Shares held by such Holders). In the event the Company amends the Shelf Registration Statement or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights files a waiver of those rights with respect to the New Registration Statement. The Registration Statement , as the case may be, under clauses (and each amendment i) or supplement thereto, and each request for acceleration of effectiveness thereof(ii) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadlineabove, the Company will make pro rata payments use its commercially reasonable efforts to each Investorfile with the SEC, as liquidated damages and promptly as allowed by the SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Shelf Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statement”). In no event shall any Participating Holder be identified as a penalty, statutory underwriter in an amount equal the Registration Statement unless in response to 1.5% a comment or request from the staff of the aggregate amount invested by SEC or another regulatory agency; provided, however, that if the SEC requests that a Participating Holder be identified as a statutory underwriter in the Registration Statement, such Investor for each 30-day period or pro rata for any portion thereof following Holder will have an opportunity to withdraw from the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cashStatement.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five Sixty (4560) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the number of Shares plus the number of shares of Common Stock necessary to permit the exercise in full of the Warrants. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Investor and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments payment to each the Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investor, and shall not constitute the Investors’ sole monetary Investor’s exclusive remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cashevents.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “First Closing Date”) Date but no later than forty-five sixty (4560) calendar days after the Closing Date (the “First Closing Filing Deadline”), the Company shall prepare and use commercially reasonable efforts to file with the SEC one Commission a Registration Statement covering all of the Registrable Securities issued at the First Closing (the “First Closing Registrable Securities”); provided, however, that the Company shall not be required to file such Registration Statement during a Blackout Period. Promptly following the Second Closing Date but no later than sixty (60) calendar days after the Closing Date (the “Second Closing Filing Deadline”), the Company shall use commercially reasonable efforts to file with the Commission a Registration Statement covering all of the Registrable Securities issued at the Second Closing (the “Second Closing Registrable Securities”); provided, however, that the Company shall not be required to file such Registration Statement during a Blackout Period. The Company shall (i) use its commercially reasonable efforts to cause such Registration Statement to be declared effective no later than the Registration Effectiveness Deadline and (ii) use its commercially reasonable efforts to keep each such Registration Statement effective for a period of twelve (12) months after the SEC Effective Date or for such shorter period ending on Form SB-2 the earlier to occur of: (orx) the date on which all Registrable Securities have been transferred other than to a Permitted Assignee and (y) the date as of which all Holders may sell all of the Registrable Securities without restriction pursuant to Rule 144 (including, if Form SB-2 without limitation, volume restrictions) (the “Effectiveness Period”); provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(a), or keep such registration effective pursuant to the terms hereunder, in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities laws of such jurisdiction or to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case where it has not already done so. The Company shall notify the Purchasers by e-mail as promptly as practicable, and in any event, within forty-eight (48) hours, after any Registration Statement is declared effective and shall simultaneously provide the Purchasers with access to a copy of any related prospectus to be used in connection with the sale or other disposition of the securities covered thereby. The Company shall be entitled to suspend the effectiveness of a Registration Statement at any time prior to the expiration of the Effectiveness Period during a Blackout Period for the reasons and time periods set forth in the definition thereof. After the SEC Effective Date, any Holder whose securities were registered pursuant to a Registration Statement may at any time and from time to time request in writing to sell pursuant to a prospectus or a prospectus supplement Registrable Securities of such Holder available for sale pursuant to the Registration Statement. If the Company is not then available in a Blackout Period, the Company shall use its commercially reasonable efforts to, not later than the fifth Trading Day after the receipt of such notice cause to be filed the prospectus or a prospectus supplement; provided any request for a prospectus supplement may be withdrawn by the initiating Holder prior to the filing thereof. If the Company is in a Blackout Period during the time such request is made, the Company shall use its commercially reasonable efforts to, not later than the fifth Trading Day after the cessation of the Blackout Period to cause to be filed the prospectus or a prospectus supplement; provided any request for a prospectus supplement may be withdrawn by the initiating Holder prior to the filing thereof. Notwithstanding the foregoing, in the event that the Staff does not permit the registration of any Registrable Securities, or otherwise limits the number of Registrable Securities that may be sold pursuant to such Registration Statement, or any successor registration statement, by virtue of the Commission informing the Company that (i) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, on such form (ii) Rule 415 may not be relied upon for the registration of registration statement as is then available to effect a registration for the resale of any or all of the Registrable Securities, subject and/or (iii) a Holder of any Registrable Securities must be named as an underwriter and such Holder does not consent to be so named in such Registration Statement, then the Required Investors’ consent)Company may remove from such Registration Statement such number of Registrable Securities as specified by the Commission (such Registrable Securities, covering the “Cut-Back Shares”) on behalf of all of the holders of Registrable Securities from the shares of Common Stock issued, on a pro-rata basis among the holders thereof and shall be applied first to any of the Registrable Securities of such Purchaser as such Purchaser shall designate, unless otherwise required pursuant to Commission Guidance or any other restrictions or limitations on the registration and resale of the Registrable Securities. Such Securities required by the Commission (“Commission Restrictions”), or the Purchasers otherwise agree; provided, however that the Company has used commercially reasonable efforts to advocate with the Commission (x) for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09), and (y) that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Purchasers is an “underwriter”. In such event, the Company shall include give the plan applicable holders of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to Registrable Securities prompt notice of the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares Cut-Back Shares excluded from such Registration Statement. The Company shall, at the first opportunity that is permitted by the Commission, register for resale the Cut-Back Shares (pro rata among the Holders of Common Stock resulting from stock splitssuch Cut-Back Shares) using one or more registration statements that it is then entitled to use; provided, stock dividends or similar transactions with respect however, that the Company shall not be required to the Registrable Securitiesregister such Cut-Back Shares during a Blackout Period. The Company shall use its commercially reasonable best efforts to obtain from cause each person who now has piggyback such registration rights a waiver of those rights with respect statement to be declared effective under the Registration Statement. The Registration Statement (and each amendment or supplement theretoSecurities Act as soon as possible, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) use its commercially reasonable efforts to keep such registration statement continuously effective under the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering Securities Act during the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cashentire Effectiveness Period.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five thirty (4530) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the Shares and the Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Investors to seek specific performance of the provisions hereofinjunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following On or before the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five (45) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC SEC, subject to Section 2(a)(ii) below, one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent)S-1, covering the resale of all of the Registrable Securities. Such No Purchaser shall be named as an “underwriter” in the Registration Statement shall include without the plan of distribution attached hereto as Exhibit A. Purchaser’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Purchasers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Purchasers and their counsel prior to its filing or other submission. Such Registration Statement, except for information provided by a Purchaser or any transferee of a Purchaser, shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statement therein, in light of the circumstances under which they were made, not misleading. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the earlier to the Filing Deadline, the Company will make pro rata payments to each InvestorPurchaser, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested by such Investor Purchaser for each the first 30-day period or pro rata for any portion thereof following the date by Filing Deadline for which such no Registration Statement should have been is filed with respect to the Registrable Securities and 1.5% of the aggregate amount invested by such Purchaser for each 30-day period thereafter or pro rata for any portion thereof for which no Registration Statement is filed with respect to the Registrable Securities; provided, that the maximum pro rata payments to the Purchasers shall not exceed 10.0% of the aggregate amount invested by such Purchaser. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Purchasers, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. Such payments shall constitute the InvestorsPurchasers’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Purchasers to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cashinjunctive relief.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five thirty (4530) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the number of Shares plus the number of shares of Common Stock necessary to permit the exercise in full of the Warrants and the Placement Agent Warrants. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its commercially reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement (other than with respect to those shares of Common Stock underlying warrants previously issued to Rxxx Xxxx & Co and any of Rxxx Xxxx & Co.’s transferees of such warrants, which shall be covered by such Registration Statement). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Investors, the Placement Agent and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. The parties agree that the Company will not be liable for any liquidated damages in respect of the Warrants or the Placement Agent Warrants. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ sole monetary exclusive remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereofevents. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “First Closing Date”) Date but no later than forty-five thirty (4530) days after the First Closing Date (the “First Closing Filing Deadline”), the Company shall prepare and file with the SEC one Commission a Registration Statement on Form SB-2 S-3 covering all of the Registrable Securities issued at the First Closing (or, the “First Closing Registrable Securities”) (except if Form SB-2 the Company is not then available eligible to the Company, on such form of registration statement as is then available to effect a registration register for resale the First Closing Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). Promptly following the Second Closing Date but no later than thirty (30) days after the Second Closing Date (the “Second Closing Filing Deadline”), the Company shall file with the Commission a Registration Statement on Form S-3 covering all of the Registrable Securities issued at the Second Closing (the “Second Closing Registrable Securities”) (except if the Company is not then eligible to register for resale the Second Closing Registrable Securities on Form S-3, subject in which case such registration shall be on another appropriate form); provided, however, that the Company shall not be required to file such Registration Statement during a Blackout Period. The Company shall (i) use its commercially reasonable efforts to cause each such Registration Statement to be declared effective no later than the Required Investors’ consent), covering Registration Effectiveness Date and (ii) use its commercially reasonable efforts to keep each such Registration Statement effective for a period of three (3) years after the resale SEC Effective Date or for such shorter period ending on the earlier to occur of: (x) the date on which all Registrable Securities have been transferred other than to a Permitted Assignee and (y) the date as of which all Holders may sell all of the Registrable SecuritiesSecurities without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) within a ninety (90) day period (the “Effectiveness Period”); provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(a), or keep such registration effective pursuant to the terms hereunder, in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities laws of such jurisdiction or to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case where it has not already done so. Such The Company shall be entitled to suspend the effectiveness of a Registration Statement shall include at any time prior to the plan expiration of distribution attached hereto as Exhibit A. Such the Effectiveness Period during a Blackout Period for the reasons and time periods set forth in the definition thereof. Notwithstanding the foregoing, in the event that the Staff should limit the number of Registrable Securities that may be sold pursuant to such Registration Statement, the Company may remove from such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional Registrable Securities as specified by the Commission (such Registrable Securities, the “Reduction Securities”) on behalf of all of the holders of Registrable Securities first from the shares of Common Stock resulting issued or issuable upon exercise of the outstanding Warrants, on a pro-rata basis among the holders thereof, and second from stock splitsthe other Registrable Securities on a pro-rata basis among the holders thereof. In such event, stock dividends the Company shall give the applicable holders of Registrable Securities prompt notice of the number of Registrable Securities excluded from such Registration Statement. The Company shall, at the first opportunity that is permitted by the Commission, register for resale the Reduction Securities (pro rata among the Holders of such Reduction Securities) using one or similar transactions with respect more registration statements that it is then entitled to use; provided, however, that the Registrable SecuritiesCompany shall not be required to register such Reduction Securities during a Blackout Period. The Company shall use its commercially reasonable best efforts to obtain from cause each person who now has piggyback such registration rights a waiver of those rights statement to be declared effective under the Securities Act as soon as possible, and shall use its commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act during the entire Effectiveness Period. No liquidated damages shall accrue or be payable to any Holder pursuant to Section 3(b) below with respect to any Registrable Securities that are excluded by reason of (i) the Registration Statement. The Registration Statement Staff limiting the number of Registrable Securities that may be sold pursuant to a registration statement (and each amendment provided that the Company continues to use commercially reasonable efforts to register such Reduction Securities for resale by other available means) or supplement thereto, and each request for acceleration of effectiveness thereof(ii) shall be provided in accordance with Section 3(c) such Holder failing to provide to the Investors Company information concerning the Holder and their counsel prior to its filing or other submission. If a Registration Statement covering the manner of distribution of the Holder’s Registrable Securities that is not filed required by SEC Rules to be disclosed in a registration statement utilized in connection with the SEC on or prior registration of registrable securities. Notwithstanding anything herein to the Filing Deadlinecontrary, if the Commission limits the Company’s ability to file, or prohibits or delays the filing of a new registration statement, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be deemed a failure by the Company will make pro rata payments to each Investor, use commercially reasonable efforts as set forth above or elsewhere in this Agreement and shall not require the payment of any liquidated damages and not as a penalty, in an amount equal to 1.5% by the Company under this Agreement. As of the aggregate amount invested date hereof, at least 21,354,517 shares of Common Stock are held by such Investor for each 30non-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance affiliates of the provisions hereof. Such payments shall be made to each Investor in cashCompany.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five thirty (4530) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required InvestorsPurchasers’ consent), covering the resale of the Registrable Securities. Such Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Purchasers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Purchasers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, other than as a result of a failure of the Purchasers to comply with their obligations set forth in Section 5 hereof, the Company will make pro rata payments to each InvestorPurchaser, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested by such Investor Purchaser pursuant to the Purchase Agreement for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the InvestorsPurchasers’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Purchasers to seek specific performance of the provisions hereofinjunctive relief. Such payments shall be made to each Investor Purchaser in cash.

Registration Statements. On or prior to sixty (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five (4560) days after following the Closing Date (as defined in the Purchase Agreement) (the “Filing Deadline”), the Company shall prepare and file with the SEC one a Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering ) for the resale of the Registrable SecuritiesSecurities pursuant to an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”). Such Shelf Registration Statement shall shall, subject to the limitations of Form S-3, include the plan aggregate amount of distribution Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Shelf Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Exhibit Annex A. Such To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement also filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall cover(i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration Statement as required by the Commission and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of any liquidated damages that may be required to be paid pursuant to Section 2.1(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC 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 not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise), and second by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the extent allowable under Holders on a pro rata basis based on the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate total number of additional shares unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Common Stock resulting from stock splits, stock dividends Shares held by such Holders). In the event the Company amends the Shelf Registration Statement or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights files a waiver of those rights with respect to the New Registration Statement. The Registration Statement , as the case may be, under clauses (and each amendment i) or supplement thereto, and each request for acceleration of effectiveness thereof(ii) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadlineabove, the Company will make pro rata payments use its commercially reasonable efforts to each Investorfile with the SEC, as liquidated damages and promptly as allowed by SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Shelf Registration Statement, as a penaltyamended, in an amount equal to 1.5% of or the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such New Registration Statement should have been filed for which no (the “Remainder Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cashStatement”).

Registration Statements. (i) Promptly On or prior to 30 days following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five (45) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one a Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities) for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the Required Investors’ consent)limitations of Form S-3, covering include the resale aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Shelf Registration Statement) the “Plan of Distribution” section in substantially the form attached hereto as Annex A. To the extent the staff of the SEC does not permit all of the Registrable Securities. Such Securities to be registered on the Shelf Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement also filed under this Agreement, the Company shall cover(i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration Statement as required by the Commission and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC 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. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2.1(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC 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 not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise), and second by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the extent allowable under Holders on a pro rata basis based on the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate total number of additional shares unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Common Stock resulting from stock splits, stock dividends Shares held by such Holders). In the event the Company amends the Shelf Registration Statement or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights files a waiver of those rights with respect to the New Registration Statement. The Registration Statement , as the case may be, under clauses (and each amendment i) or supplement thereto, and each request for acceleration of effectiveness thereof(ii) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadlineabove, the Company will make pro rata payments use its commercially reasonable efforts to each Investorfile with the SEC, as liquidated damages and promptly as allowed by SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Shelf Registration Statement, as a penaltyamended, in an amount equal to 1.5% of or the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such New Registration Statement should have been filed for which no (the “Remainder Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cashStatement”).

Registration Statements. (i) Promptly following the final closing date of the purchase and sale of the securities transactions contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five (45) days after the Closing Date May 15, 2014 (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-1 (or, if Form SB-2 S-1 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), subject or a post-effective amendment to the Required Investors’ consent)a previously filed registration statement on Form S-1, covering the resale of the Registrable Securities. Such Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Investors to seek specific performance of the provisions hereofinjunctive relief. Such payments shall be made to each Investor in cashcash no later than three (3) Business Days after the end of each 30-day period.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five (455) days Business Days after the Closing Date filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 (the “S-1 Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement a “shelf” registration statement covering all Registrable Securities for a secondary or resale offering to be made on a continuous basis pursuant to Rule 415. Such registration statement shall be on Form SB-2 S-1 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities. Such “S-1 Registration Statement Statement”) and shall include the plan of distribution attached hereto as Exhibit A. Such S-1 Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such S-1 Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Required Investors, except for shares of Common Stock held by the Company’s stockholders having “piggyback” registration rights a waiver of those expressly set forth in registration rights with respect agreements entered into by the Company prior to the Registration Statementdate hereof. The A copy of the initial filing of the Registration Statement (and each pre-effective amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submissionfiling. If a the S-1 Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the S-1 Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no the S-1 Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Investors to seek specific performance injunctive relief. Payments to be made pursuant to this Section 2(a)(i) shall be due and payable immediately upon demand in immediately available cash funds. The parties agree that the liquidated damages provided for in this Section 2(a)(i) represent a reasonable estimate on the part of the provisions hereof. Such payments shall parties, as of the date of this Agreement, of the amount of damages that may be made to each Investor in cashincurred by the Investors if the S-1 Registration Statement is not filed by the S-1 Filing Deadline.

Registration Statements. (ia) Promptly following Each of Parent and the closing Company shall cooperate and promptly prepare, and Parent shall file with the SEC, as soon as practicable, a registration statement on Form S-4 (the “Form S-4”) under the Securities Act, with respect to the Parent ADSs (and Class A Ordinary Shares represented thereby) deliverable in connection with the Merger, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the meetings of the purchase shareholders of Parent and sale of the securities Company in connection with the transactions contemplated by the Purchase this Agreement (the “Closing Date”) but no later than forty-five (45) days after the Closing Date (the “Filing DeadlineProxy Statement/Prospectus”). To the extent necessary, Parent shall cause the Company shall ADS Depositary to prepare and file with the SEC one Registration Statement SEC, no later than the date prescribed by the rules and regulations under the Securities Act, a registration statement, or a post-effective amendment thereto, as applicable, on Form SB-2 F-6 (or, if the “Form SB-2 is not then available F-6”) with respect to the CompanyParent ADSs deliverable in connection with the Merger. The respective parties will cause the Proxy Statement/Prospectus, on such the Form S-4 and the Form F-6 to comply as to form of registration statement as is then available to effect a registration for resale in all material respects with the applicable provisions of the Registrable SecuritiesSecurities Act, subject to the Required Investors’ consent), covering the resale of the Registrable Securities. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Exchange Act and the rules promulgated thereunder (including Rule 416), such indeterminate number and regulations thereunder. Each of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to Parent and the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to have the Registration Statement. The Registration Statement (Form S-4 and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with Form F-6 declared effective by the SEC on or as promptly as practicable. Each of Parent and the Company shall use its reasonable best efforts to obtain, prior to the Filing Deadlineeffective date of the Form S-4, all necessary non-U.S., state securities law or “Blue Sky” permits or approvals required to carry out the transactions contemplated by this Agreement. Each party will advise the others, promptly after it receives notice thereof, of the time when the Form S-4 and the Form F-6 have become effective or any supplement or amendment has been filed, the Company will make pro rata payments to each Investorissuance of any stop order, as liquidated damages and not as a penalty, in an amount equal to 1.5% the suspension of the aggregate amount invested qualification of the Parent ADSs (or the Class A Ordinary Shares represented thereby) deliverable in connection with the Merger for offering or sale in any jurisdiction or any request by such Investor the SEC for amendment of the Proxy Statement/Prospectus, the Form S-4 or the Form F-6 or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties shall also promptly provide each 30-day period or pro rata for any portion thereof following other party copies of all written correspondence received from the date SEC and summaries of all oral comments received from the SEC in connection with the transactions contemplated by which such Registration Statement should have been filed for which no Registration Statement is filed this Agreement. Each of the parties shall promptly provide each other party with respect drafts of all correspondence intended to be sent to the Registrable Securities. Such payments shall constitute SEC in connection with the Investors’ sole monetary remedy for transactions contemplated by this Agreement and allow each such events but shall not limit party the Investors’ right opportunity to seek specific performance of comment thereon prior to delivery to the provisions hereof. Such payments shall be made to each Investor in cashSEC.

Registration Statements. (i) Promptly following the closing termination of the purchase and sale of the securities contemplated by the Purchase Agreement Tender Offer (the “Closing Date”) but no later than forty-five the earlier of (45i) thirty (30) days after the Closing Date or (ii) 60 days after the closing of the transactions contemplated by the Exercise Agreement (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent)S-1, covering the resale of the Registrable Securities. Such Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. B; provided, however, that, subject to Section 2(d), no Purchaser shall be named as an “underwriter” in the Registration Statement without the Purchaser’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder other than the Registrable Securities without the prior written consent of the Required Purchasers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Purchasers and their counsel prior to its filing or other submission; provided, that no such amendments or supplements made solely to update the Registration Statement after its effectiveness with a filing made under the Exchange Act need be provided to any Purchaser. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each InvestorPurchaser, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested paid by such Investor Purchaser to exercise its Old Warrants for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the InvestorsPurchasers’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Purchasers to seek specific performance of the provisions hereofinjunctive relief. Such payments shall be made to each Investor Purchaser in cashcash no later than three (3) Business Days after the end of each 30-day period.

Registration Statements. (ia) Promptly following Each of Parent and the closing of Company shall cooperate and promptly prepare, and Parent shall file with the purchase and sale of the securities contemplated by the Purchase Agreement SEC, as soon as practicable, a registration statement on Form S-4 (the “Closing DateForm S-4”) but no later than forty-five (45) days after under the Closing Date Securities Act, with respect to the Parent Shares deliverable in connection with the Merger, a portion of such Form S-4 shall also serve as the proxy statement with respect to the Company Unitholder Meeting (the “Filing DeadlineProxy Statement/Prospectus”). The respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Exchange Act and the rules promulgated thereunder (including Rule 416), such indeterminate number and regulations thereunder. Each of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to Parent and the Registrable Securities. The Company shall use its reasonable best efforts to obtain respond to comments from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or and to have the Form S-4 declared effective by the SEC as promptly as practicable. Each of Parent and the Company shall use its reasonable best efforts to obtain, prior to the Filing Deadlineeffective date of the Form S-4, all necessary non-U.S., state securities law or “Blue Sky” permits or approvals required to carry out the transactions contemplated by this Agreement. Each party will advise the others, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the Company will make pro rata payments to each Investorissuance of any stop order, as liquidated damages and not as a penalty, in an amount equal to 1.5% the suspension of the aggregate amount invested qualification of the Parent Shares deliverable in connection with the Merger for offering or sale in any jurisdiction or any request by such Investor the SEC for amendment of the Proxy Statement/Prospectus, the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties shall also promptly provide each 30-day period or pro rata for any portion thereof following other party copies of all written correspondence received from the date SEC and summaries of all oral comments received from the SEC in connection with the transactions contemplated by which such Registration Statement should have been filed for which no Registration Statement is filed this Agreement. Each of the parties shall promptly provide each other party with respect drafts of all correspondence intended to be sent to the Registrable Securities. Such payments shall constitute SEC in connection with the Investors’ sole monetary remedy for transactions contemplated by this Agreement and allow each such events but shall not limit party the Investors’ right opportunity to seek specific performance of comment thereon prior to delivery to the provisions hereof. Such payments shall be made to each Investor in cashSEC.

Registration Statements. (i) Promptly At any time and from time to time following the closing Agreement Date, any Investor may make up to three (3) demands for the Company to register under the 1933 Act all of the purchase Registrable Securities not then covered by an existing and sale effective Registration Statement by delivering to the Company a written notice of the securities contemplated by the Purchase Agreement each such demand (the each, a “Closing DateDemand Notice”) but no later than forty-five (45) days after the Closing Date (the “). On or prior to each Filing Deadline”), the Company shall prepare and file with the SEC one a Registration Statement covering the resale of all of such Registrable Securities for an offering to be made on Form SB-2 (a continuous basis pursuant to Rule 415 or, if Form SB-2 Rule 415 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, a “Demand Registration Statement”). The Demand Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering) subject to the Required Investors’ consent)provisions of Section 2(e) and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this Section 2, covering in the resale event the SEC informs the Company that all of the Registrable Securities. Such Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (1) inform each of the holders thereof and use its commercially reasonable efforts to file amendments to the Demand Registration Statement shall include as required by the plan of distribution attached hereto as Exhibit A. Such SEC and/or (2) withdraw the Demand Registration Statement also and file a new registration statement (a “New Demand Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Demand Registration Statement, the Company shall coverbe obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC 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 the Registrable Securities not acquired or issued, directly or indirectly, pursuant to the Investment Agreement or the terms of the Series A Preferred Shares issued pursuant to the Investment Agreement (whether pursuant to registration rights or otherwise) (applied, in the case that some Registrable Securities may be registered, to the extent allowable under Holders on a pro rata basis based on the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate total number of additional shares of Common Stock resulting from stock splitsunregistered Registrable Securities held by such Holders) and second, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering by the Registrable Securities is not filed with acquired or issued, directly or indirectly, pursuant to the Investment Agreement or the terms of the Series A Preferred Shares issued pursuant to the Investment Agreement (applied, in the case that some Registrable Securities may be registered, to the Holders on a pro rata basis based on the total number of unregistered Registrable Securities held by such Holders, subject to a determination by the SEC that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders). In the event the Company amends the Demand Registration Statement or prior to files a New Demand Registration Statement, as the Filing Deadlinecase may be, under clauses (1) or (2) above, the Company will make pro rata payments use its commercially reasonable efforts to each Investorfile with the SEC, as liquidated damages and promptly as allowed by SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Demand Registration Statement, as a penaltyamended, in an amount equal to 1.5% of or the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such New Demand Registration Statement should have been filed for which no (the “Remainder Demand Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cashStatements”).

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) Date but no later than forty-five (45) calendar days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of all of the Registrable Securities. Such Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. distribution, substantially in the form and substance, set forth in Part III of each Investor’s Selling Stockholder Questionnaire. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company will, (A) at least three (3) Business Days prior to the anticipated filing of a Registration Statement or any related Prospectus or any amendment or supplement thereto (including any documents incorporated by reference therein), furnish to the Investors and their respective counsel copies of all such documents proposed to be filed and make such representatives of the Company as shall be reasonably requested by the Investors available for discussion of such documents, (B) use its reasonable best efforts to obtain from address in each person who now has piggyback registration rights a waiver such document prior to being so filed with the SEC such comments as an Investor or its counsel reasonably shall propose within two (2) Business Days of those rights with respect to receipt of such copies by the Registration Statement. The Investors and (C) not file any Registration Statement (and each or any related Prospectus or any amendment or supplement theretothereto containing information regarding an Investor to which such Investor objects, and each request for acceleration of effectiveness thereof) shall be provided in accordance unless such information is required to comply with Section 3(c) to the Investors and their counsel prior to its filing any applicable law or other submissionregulation. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the fifth Business Day following the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51% of the aggregate amount invested paid pursuant to the Purchase Agreement by such Investor for such Registrable Securities then held by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Investors to seek specific performance of the provisions hereofinjunctive relief. Such payments shall be made to each Investor in cashcash no later than five (5) Business Days after the end of each 30-day period (the “Payment Date”). Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by the Payment Date until such amount is paid in full. Notwithstanding the foregoing, the Company will not be liable for any liquidated damages under this Section 2(a)(i) with respect to any Warrant Shares prior to their issuance.

Registration Statements. (i) Promptly following The Company agrees that at any time beginning six months after the closing first issuance of the purchase and sale a share of the securities contemplated by the Purchase Agreement Series A Convertible Preferred Stock (the “Closing Original Issue Date”) but no later than forty-five (45) days after the Closing Date (the “Filing Deadline”), upon the Company shall prepare and written request of the Purchaser (a “Demand Registration”), it will file with the SEC one a Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to under the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), 1933 Act covering the resale of the number of shares of Registrable SecuritiesSecurities specified in such request; provided that the Company shall not be required to file more than four Registration Statements that become effective and remain effective for the period specified in Section 3(a); and provided further that promptly following any date on which the Company becomes eligible to use a Registration Statement on Form S-3 to register Registrable Securities for resale, but in no event more than 20 days after such date, the Company shall file a shelf Registration Statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to any then effective Registration Statement) and shall cause such Registration Statement to be declared effective as soon as possible thereafter, but in any event by the 90th day following the date on which the Company files such Form S-3. Such The Registration Statement shall include contain (except if otherwise required pursuant to written comments received from the plan SEC upon a review of distribution such Registration Statement) the “Plan of Distribution” attached hereto as Exhibit Annex A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver “Selling Stockholders” and “Plan of those rights with respect to Distribution” sections of the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) and any risk factor contained in such document that addresses specifically this transaction or the selling stockholders, shall be provided in accordance with Section 3(c) to the Investors and their counsel Holders prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “First Closing Date”) but no later than forty-five sixty (4560) days after the First Closing Date (the “"First Filing Deadline”"), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Initial Shares and the Initial Warrant Shares (the "Initial Registrable Securities"). Such Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 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 Initial Registrable Securities. The Company Such Registration Statement shall use not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Required Investors; except shares of Common Stock issuable pursuant to warrants issued to TN Capital Equities, Ltd, or its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights designees, in connection with its services as placement agent with respect to the Registration Statementtransactions contemplated by the Purchase Agreement and the Transaction Documents (the "Placement Agent Warrants"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Initial Registrable Securities is not filed with the SEC on or prior to the First Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor on the First Closing Date for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed First Filing Deadline for which no Registration Statement is filed with respect to the Initial Registrable Securities. Such payments shall constitute the Investors’ sole ' exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Investors to seek specific performance of the provisions hereofinjunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) Date but no later than forty-five thirty (4530) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC Securities and Exchange Commission (the “SEC”) one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of all of the Registrable Securities. Such Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Investor shall be named as an “underwriter” in such Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Investors. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Investors to seek specific performance of the provisions hereofinjunctive relief. Such payments shall be made to each Investor in cashcash no later than three (3) Business Days after the end of each 30-day period (the “Payment Date”). Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by the Payment Date until such amount is paid in full.

Registration Statements. (i) Promptly following after the closing of the purchase and sale of the securities contemplated by the Purchase Agreement Closing (the “Closing Date”) ), but in no event later than fortythirty-five (4535) days after the Closing Date (the “Filing Deadline”), the Company shall shall, subject to receipt of necessary information from the Holders, prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement Registration Statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of all of the Registrable Securities. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416)Act, such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver Registration Statement may include shares of Common Stock other than those held by the Holders, provided that the inclusion of those rights with respect to shares would not affect the plan of distribution included in the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Holders and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing DeadlineDeadline (a “Registration Default”), the Company will make pro rata payments to each InvestorHolder, as liquidated damages (and not as a penalty, as damages are impossible to forecast or predict and these amounts are deemed reasonable in all respects), in an amount equal to 1.51.0% of the aggregate amount invested by such Investor Holder (the amount invested by a Holder shall include the aggregate principal amount of the Notes acquired by such Holder and shall exclude any amount attributable to the Warrants acquired by such Holder pursuant to the Purchase Agreement) for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments Notwithstanding anything to the contrary in Section 6 hereof or any other provision of this Agreement, the issuance of cash as provided in this Section 2(a)(i) shall constitute the InvestorsHolders’ sole monetary and exclusive remedy for such events but in the event of any Registration Default; provided, however, that if the foregoing remedy is deemed unenforceable by a court of competent jurisdiction then the Holder shall not limit the Investors’ right to seek specific performance of the provisions hereofhave all other remedies available at law or in equity. Such payments shall be made to each Investor Holder in cash. The amounts payable as liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States, and amounts payable as liquidated damages shall be paid within five (5) Business Days of the last day of each such 30-day period during which the Registration Statement should have been filed for which no Registration Statement was filed with respect to the Registrable Securities.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities Preferred Stock and Warrants contemplated by the Purchase Agreement (the “"Closing Date”") but no later than forty-five thirty (4530) days after the Closing Date (the “"Filing Deadline”"), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ ' consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the number of shares of Common Stock necessary to permit the conversion in full of the Preferred Stock and the exercise in full of the Warrants. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their one counsel designated by the Required Investors prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing DeadlineDeadline other than as a result of the failure of an Investor to satisfy its obligations under Sections 5(a) or (b) of this Agreement, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ sole monetary ' exclusive remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereofevents. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five thirty (4530) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the Shares and the Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their Investors’ counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Investors to seek specific performance of the provisions hereofinjunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “"Closing Date”") but no later than forty-five ten (4510) days after the Closing Date (the “"Filing Deadline”"), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ ' consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the number of Shares plus the number of shares of Common Stock necessary to permit the exercise in full of the Warrants. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that, for any Person who has not waived his, her or its piggyback registration rights with respect to the Registration Statement, all of the shares for which such Person has piggyback registration rights may be included in any Registration Statement filed to cover the resale of the Additional Shares. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ sole monetary ' exclusive remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereofevents. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities Notes contemplated by the Purchase Agreement (the “Closing Date”) (but no later than forty-five thirty (4530) days after the Closing Date (the “Filing Deadline”Date), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ Investor’s consent), ) covering the resale of the Registrable SecuritiesSecurities in an amount equal to 130% of the number of shares of Common Stock necessary to permit the conversion in full of the Notes (without regard to any limitations on beneficial ownership contained therein). Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules Rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Except for 250,000 shares of Common Stock underlying warrants issued to Southpoint Master Fund LP, no securities shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to be included in the Registration StatementStatement other than the Registrable Securities without the consent of the Investors holding a majority of the Registrable Securities (on an as-converted basis), which consent shall not be unreasonably withheld. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Investor and their its counsel prior to its filing or other submission. In the event any Registrable Securities are not covered by the Registration Statement, the Company shall promptly amend such Registration Statement or prepare and file with the SEC a new Registration Statement in accordance with the terms hereof in order to cause such Registrable Securities to be covered by a Registration Statement. If a the Registration Statement covering the Registrable Securities is not filed with within 30 days following the SEC on or prior to the Filing DeadlineClosing Date, then the Company will make pro pro-rata payments to each Investor, the Purchasers as liquidated damages and not as a penalty, in an amount equal to 1.52% of the sum of the aggregate principal amount invested by such Investor then outstanding under the Notes for each 30-month (or portion thereof) following such 30th day period or pro rata for any portion thereof following the date by during which such Registration Statement should have has not yet been filed for which no filed. Each such payment shall be due and payable within five (5) days of the end of each month (or ending portion thereof) until such Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereofso filed. Such payments shall be made in partial compensation to each Investor in cashthe Purchasers, and shall not constitute the Purchasers’ exclusive remedy for such events.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities shares of Common Stock and Warrants contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five (45) days after the Closing Date (the “Filing Deadline”)April 2, 2002, the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the number of shares of Common Stock issued to the Investors on the Closing Date plus the number of shares of Common Stock necessary to permit the exercise in full of the Warrants. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadlinebefore April 2, 2002, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested paid by such Investor on the Closing Date to the Company for each any 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ sole monetary exclusive remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereofevents. Such payments shall be made to each Investor in cashcash or, at the option of such Investor, in additional fully paid and non-assessable shares of Common Stock not later than three Business Days following the end of each 30-day period. For this purpose, each share of Common Stock shall be deemed to have a value equal to the arithmetic mean of the Closing Prices for the ten (10) trading days beginning twenty (20) trading days prior to the issuance of such shares.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five ninety (4590) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities. Such Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Purchaser shall be named as an “underwriter” in the Registration Statement without the Purchaser’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Purchasers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Purchasers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each InvestorPurchaser, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested by such Investor Purchaser for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the InvestorsPurchasers’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Purchasers to seek specific performance of the provisions hereofinjunctive relief. Such payments shall be made to each Investor Purchaser in cashcash no later than three (3) Business Days after the end of each 30-day period.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five (45) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the number of Shares plus the number of shares of Common Stock necessary to permit the exercise in full of the Warrants. Such Registration Statement may also include shares of Common Stock (i) held by the Existing Holders or purchased by the Existing Holders in the offering as contemplated by Section 6.1(i) of the Purchase Agreement, (ii) purchased by the Other Holders in the offering as contemplated by Section 6.1(i) of the Purchase Agreement and (iii) shares of Common Stock issuable upon the exercise of warrants issued contemporaneously with the Closing to the Company’s investment advisers as compensation related to the Closing as described in Schedule 4.20 to the Purchase Agreement (collectively, the “Other Shares”). Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights rights, other than the Existing Holders, a waiver of those rights with respect to the Registration Statement, except with respect to the Other Shares. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ sole monetary exclusive remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereofevents. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five thirty (4530) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the Shares and the Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights that would require inclusion in the Registration Statement a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ sole monetary exclusive remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereofevents. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly No later than the sixtieth (60th) day immediately following the date of the closing (the “Closing Date”) of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five (45) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the number of Shares plus the Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its commercially reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If Subject to the limitation set forth in Section 2(d), if a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments payment to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested purchase price paid by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ sole monetary exclusive remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereofevents. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following No later than the closing earlier of (i) two (2) Business Days after the purchase Amendment Effective Date and sale of the securities contemplated by the Purchase Agreement (ii) December 15, 2008 (the “Closing Date”) but no later than forty-five (45) days after the Closing Date (earlier of such dates, the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-1 (or, if Form SB-2 S-1 is not then available to the Company, on such form of registration statement as is then available to the Company to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the Conversion Shares, the Interest Shares (assuming that all interest on the Notes is paid in Interest Shares) and the Warrant Shares. Such Subject to any SEC comments, such Registration Statement shall include the plan of distribution substantially in the form attached hereto as Exhibit A. A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the account of any other holder without the prior written consent of the Required Investors; provided, however, that the Registration StatementStatement may include the Antidilution Shares. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Investors to seek specific performance of the provisions hereofinjunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Purchase Agreement Memorandum (the “"Closing Date”") but no later than forty-five thirty (4530) days after the Closing Date (the “"Filing Deadline”"), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities. Such Securities in an amount at least equal to the Offering Common Shares, the Warrant Common Shares and the Placement Agent Warrant Shares (such Registration Statement, or any other Registration Statement shall include covering the plan resale of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, any of the Registrable Securities pursuant to the extent allowable under provisions of this Agreement, the 1933 Act and "Resale Registration Statement"). No other securities shall be included in the rules promulgated thereunder (including Rule 416)Resale Registration Statement, such indeterminate number of additional except for up to 168,768 shares of the Company's Common Stock resulting from stock splitsissuable upon exercise of warrants that were issued by the Company on October 13, stock dividends or similar transactions with respect to the Registrable Securities2010, October 19, 2010, January 18, 2011, May 9, 2011 and May 20, 2011. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Resale Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Placement Agent and their its counsel prior to its filing or other submission. If a the Resale Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to the Investors, other than the Placement Agent and its Affiliates (based on number of Registrable Securities held by each such Investor), as liquidated partial damages and not as a penalty, in an aggregate amount equal to 1.5% of the aggregate amount invested gross proceeds from the Offering. In the event the Resale Registration Statement has not been filed by such Investor each 30th day anniversary of the Filing Deadline, the Company will make for each such 30-day period or the Resale Registration Statement has not been filed additional pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect payments to the Investors, other than the Placement Agent and its Affiliates (based on number of Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for Securities held by each such events but shall not limit the Investors’ right Investor) in an aggregate amount equal to seek specific performance 1.5% of the provisions hereofgross proceeds from the Offering. Such payments shall be made to each such Investor in cashimmediately available funds within three (3) Business Days after the Filing Deadline or each 30th day anniversary of the Filing Deadline, as the case may be.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five thirty (4530) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the Shares and the Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person (other than the Other Investors (as defined in the Purchase Agreement)) who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their Investors’ counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ sole monetary exclusive remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereofevents. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale initial issuance of the securities contemplated by the Purchase Agreement Shares (the “"Closing Date”") but no later than forty-five sixty (4560) days after the Closing Date (the “"Filing Deadline”"), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ Holders' consent), covering the resale of the Registrable Securities. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts include in such Registration Statement shares of Common Stock issuable upon conversion of the Company's Series C which other persons other than the Holders own or have the right to obtain from each person who now has piggyback registration rights a waiver of those rights with respect acquire pursuant to the Registration Statementexercise, conversion or exchange of securities of the Company held on the date hereof (collectively, the "Other Securities"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Holders and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each InvestorNote Holder, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor Holder for his Note for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Note Holders, and shall not constitute the Investors’ sole monetary Note Holders' exclusive remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereofevents. Such payments shall be made to each Investor Note Holder in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) Date but no later than forty-five (45) 30 days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of all of the Registrable Securities. Such Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Investors. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Investors to seek specific performance of the provisions hereofinjunctive relief. Such payments shall be made to each Investor in cashcash no later than three Business Days after the end of each 30-day period (the “Payment Date”). Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by the Payment Date until such amount is paid in full. The parties agree that the maximum aggregate liquidated damages payable to a holder of Registrable Securities under this Agreement shall be 5.0% of the aggregate purchase price paid by such holder pursuant to the Purchase Agreement for the Registrable Securities then held by such holder.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “First Closing Date”) but no later than forty-five (455) business days after the First Closing Date (the “First Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Initial Registrable Securities, subject to the Required Investors’ consent), ) covering the resale of the Initial Registrable Securities. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A, subject to any SEC comments thereon. Such Registration Statement also shall cover, to the extent allowable under the 1933 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 Initial Registrable Securities. The Company Except as provided in clause (ii) below, such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Initial Registrable Securities is not filed with the SEC on or prior to the First Filing Deadline, the Company will make pro rata payments to each Initial Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested by such Initial Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed First Filing Deadline for which no Registration Statement is filed with respect to the Initial Registrable Securities. Such payments shall constitute the Initial Investors’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Initial Investors to seek specific performance of the provisions hereofinjunctive relief. Such payments shall be made to each Initial Investor in cash.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Purchase Agreement Subscription Agreements (the “Closing Date”) but no later than forty-five thirty (4530) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities. Such Securities in an amount at least equal to the Offering Common Shares, the Warrant Common Shares and the Placement Agent Warrant Shares (such Registration Statement, or any other Registration Statement shall include covering the plan resale of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, any of the Registrable Securities pursuant to the extent allowable under provisions of this Agreement, the 1933 Act and “Resale Registration Statement”). No other securities shall be included in the rules promulgated thereunder Resale Registration Statement, except for (including Rule 416), such indeterminate number of additional 1) up to 168,768 shares of the Company’s Common Stock resulting from stock splitsissuable upon exercise of warrants that were issued by the Company on October 13, stock dividends or similar transactions 2010, October 19, 2010, January 18, 2011, May 9, 2011 and May 20, 2011 (the “Initial Warrant Shares”) and (2) any of the Company’s securities issued in connection with respect to the Registrable Company’s private placement that was publicly announced on June 15, 2011 and closed on June 24, 2011 (the “Initial Securities”). The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Resale Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Placement Agent and their its counsel prior to its filing or other submission. If a the Resale Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to the Investors, other than the Placement Agent and its Affiliates (based on number of Registrable Securities held by each such Investor), as liquidated partial damages and not as a penalty, in an aggregate amount equal to 1.5% of the aggregate amount invested gross proceeds from the Offering. In the event the Resale Registration Statement has not been filed by such Investor each 30th day anniversary of the Filing Deadline, the Company will make for each such 30-day period or the Resale Registration Statement has not been filed additional pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect payments to the Investors, other than the Placement Agent and its Affiliates (based on number of Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for Securities held by each such events but shall not limit the Investors’ right Investor) in an aggregate amount equal to seek specific performance 1.5% of the provisions hereofgross proceeds from the Offering. Such payments shall be made to each such Investor in cashimmediately available funds within three (3) Business Days after the Filing Deadline or each 30th day anniversary of the Filing Deadline, as the case may be. Notwithstanding the forgoing, if the Company is unable to file the Resale Registration Statement despite its best efforts to do so due to the fact that the resale registration statement covering the Initial Securities (as hereinafter defined) is reviewed by the SEC, then the Filing Deadline shall be extended until the fifth (5th) Business Day following the date that the resale registration statement covering the Initial Securities has been declared effective.

Registration Statements. (ia) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) following, but no later than forty-five ten (4510) days after after, the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one a Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of all of the Registrable Securities. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Securities Act and the rules promulgated thereunder (including Rule 416416 of the Securities Act), such indeterminate number of additional shares of Class A Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement may include any number of shares of Class A Common Stock or other securities for the account of any other holder of shares of Class A Common Stock possessing registration rights, without the prior written consent of the Investors. (b) The Registration Statement referred to in Section 2.1(a) shall be on Form S-3 and, if the Company is a well-known seasoned issuer (“WKSI”) as of the filing date, the Registration Statement shall consist of an Automatic Shelf Registration Statement, or a prospectus supplement to an effective Automatic Shelf Registration Statement, that shall become effective upon filing with the SEC pursuant to Rule 462(e) of the Securities Act. In the event that Form S- 3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on Form S-1 or such other form of registration statement as is available to the Company and (ii) so long as Registrable Securities remain outstanding, promptly following the date upon which the Company becomes eligible to use a Form S-3 to register the Registrable Securities for resale (the “Qualification Date”), but in no event more than ten (10) business days after the Qualification Date (the “Qualification Deadline”), the Company shall file a Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a Form S-1) (a “Shelf Registration Statement”); provided that the Company shall use reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration Statement covering the Registrable Securities has been declared effective by the SEC. (c) If at any time following the filing of a Shelf Registration Statement when the Company is required to re-evaluate its Form S-3 eligibility or WKSI status, the Company determines that it is not eligible to register the Registrable Securities on Form S-3 or is not a WKSI, the Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to (i) as promptly as possible but in no event more than ten (10) business days after such determination: (A) if the Shelf Registration Statement is an Automatic Shelf Registration Statement. The , post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement on Form S-3, or (and each B) if the Company is not eligible at such time to file a Shelf Registration Statement on Form S-3, post-effectively amend the Shelf Registration Statement to a Shelf Registration Statement on Form S-1 or file a new Shelf Registration Statement on Form S-1; (ii) have such post-effective amendment or supplement thereto, Shelf Registration Statement declared effective by the SEC; and each request for acceleration of effectiveness thereof(iii) shall keep such Shelf Registration Statement effective during the period during which such Shelf Registration Statement is required to be provided kept effective in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cashthis Agreement.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no No later than forty-five thirty (4530) days after from the Closing Date date of this Agreement (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form “Initial Registration Statement”) covering the resale of registration statement as is then available to effect a registration for resale all of the Registrable SecuritiesSecurities on a continuous basis pursuant to Rule 415 of the Securities Act. The Initial Registration Statement filed hereunder shall be on Form S-3; provided, subject to that if Form S-3 is not available for the Required Investors’ consent)registration of the resale of Registrable Securities hereunder, covering the Company shall (x) register the resale of the Registrable SecuritiesSecurities on another appropriate form and (y) undertake to register the resale of Registrable Securities on Form S-3 as soon as such form is available, provided, that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the staff of the SEC. No Purchaser shall be named as an “underwriter” in the Initial Registration Statement without such Purchaser’s prior written consent. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Initial Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Initial Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other Person (including the Company) without the prior written consent of the Required Purchasers. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Purchasers and their counsel prior to its filing or other submission. If a (i) the Initial Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, or (ii) prior to the effective date of the Initial Registration Statement, the Company shall fail to file any pre-effective amendment to the Initial Registration Statement required to be filed by the SEC or otherwise respond to comments from the SEC within 15 days from the date of receipt of such comments (a “Response Failure”), the Company will make pro rata payments to each InvestorPurchaser, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested Purchase Price paid by such Investor Purchaser for its Preferred Stock on the Closing Date pursuant to the Purchase Agreement (such amount, with respect to each Purchaser, the “Investment Amount”) for the first 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Initial Registration Statement is filed with respect to the Registrable Securities, or following a Response Failure, as the case may be, and 1.5% of such Purchaser’s Investment Amount for each 30-day period thereafter or pro rata for any portion thereof for which no Initial Registration Statement is filed with respect to the Registrable Securities, or following a Response Failure, as the case may be; provided, that the maximum payments to any Purchaser pursuant to this Section 2(a)(i) shall not exceed 12.0% of such Purchaser’s Investment Amount. Such payments shall constitute the InvestorsPurchasers’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Purchasers to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cashinjunctive relief.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities shares of Common Stock contemplated by the Purchase Agreement (the “"Closing Date”") but no later than forty-five twenty (4520) days after the Closing Date (the “Filing Deadline”)Date, the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ ' consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the number of shares of Common Stock issued to the Investors on the Closing Date plus the number of shares of Common Stock necessary to permit the exercise in full of the Warrants. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to within twenty (20) days after the Filing DeadlineClosing Date, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested paid by such Investor on the Closing Date to the Company for each any 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ sole monetary ' exclusive remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereofevents. Such payments shall be made to each Investor in cashcash or, at the option of such Investor, in additional fully paid and non-assessable shares of Common Stock not later than three Business Days following the end of each 30-day period. For this purpose, each share of Common Stock shall be deemed to have a value equal to the arithmetic mean of the Closing Prices for the ten (10) trading days beginning twenty (20) trading days prior to the issuance of such shares.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Purchase Agreement Memorandum (the “Closing Date”) but no later than forty-five (45) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the sale or the resale of the Registrable SecuritiesSecurities in an amount at least equal to the Conversion Shares, the Warrant Shares and the Placement Agent Warrant Shares; provided, however, that in the event that the SEC (A) does not allow the filing of such Registration Statement, (B) notifies the Company that it will not review such Registration Statement in a normal time period or (C) requests the withdrawal of such Registration Statement, in each case because at the time of such attempted filing the Company did not have enough authorized shares of Common Stock to register (each an “SEC Dismissal”), then the Company shall file such Registration Statement within ten (10) business days after receiving approval of its stockholders for an amendment to its certificate of incorporation to increase its authorized shares of Common Stock (the “Dismissal Deadline”). Such Registration Statement shall include the a plan of distribution distribution, which shall be substantially in the form attached hereto as Exhibit A. Such Registration Statement shall also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline or the Dismissal Deadline, as applicable, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline or Dismissal Deadline, as applicable, for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ sole monetary exclusive remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereofevents. Such payments shall be made to each Investor in cashcash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadline.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five sixty (4560) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one (1) Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities. Such Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Purchaser shall be named as an “underwriter” in the Registration Statement without the Purchaser’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Purchasers; provided, however, that it may include additional securities for the account of another holder if such additional securities do not in the aggregate exceed one percent of the Registrable Securities. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c3.1(c) to the Investors Purchasers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each InvestorPurchaser, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested by such Investor Purchaser for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor Purchaser in cashcash no later than ten (10) days after the end of each 30-day period.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “"Closing Date”") but no later than forty-five (45) days after the Closing Date (the “"Filing Deadline”"), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ ' consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the number of Shares plus the number of shares of Common Stock necessary to permit the exercise in full of the Warrants. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ sole monetary ' exclusive remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereofevents. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Purchase Agreement Memorandum (the “Closing Date”) but no later than forty-five sixty (4560) days after an S-1 Registration Statement covering the Company’s registration obligations with respect to Company securities sold in 2008 and 2009 is declared effective by the SEC (the “S- 1 Registration Statement”) or, within 60 days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the Shares and the Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ sole monetary exclusive remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereofevents. Such payments shall be made to each Investor in cashcash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadline.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “"Closing Date”") but no later than forty-five thirty (4530) days after the Closing Date (the “"Filing Deadline”"), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-2 (or, if Form SB-2 S-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the Shares and the Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ ' sole monetary remedy for such events but shall not limit the Investors’ ' right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five thirty (4530) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities. Such Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Investor (other than the Placement Agent or any Affiliate or transferee of the Placement Agent) shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Investors to seek specific performance of the provisions hereofinjunctive relief. Such payments shall be made to each Investor in cashcash no later than three (3) Business Days after the end of each such 30-day period.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five thirty (4530) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent)S-1, covering the resale of the Registrable Securities, other than the Reset Issuance Shares; provided, that, such Registration Statement need not cover the Delayed Issuance Shares if the Company determines (upon advice of counsel), or is advised by the SEC, that the Delayed Issuance Shares may not be covered thereby. Such Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Investor (other than the Placement Agent or any Affiliate or transferee of the Placement Agent) shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Investors to seek specific performance of the provisions hereofinjunctive relief. Such payments shall be made to each Investor in cashcash no later than three (3) Business Days after the end of each 30-day period.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities Notes contemplated by the Purchase Agreement (the “Closing Date”) (but no later than forty-five thirty (4530) days after the Closing Date (the “Filing Deadline”Date), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ Investor’s consent), ) covering the resale of the Registrable SecuritiesSecurities in an amount equal to 130% of the number of shares of Common Stock necessary to permit the conversion in full of the Notes (without regard to any limitations on beneficial ownership contained therein). Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules Rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Except for 250,000 shares of Common Stock underlying warrants issued to Southpoint Master Fund LP, no securities shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to be included in the Registration StatementStatement other than the Registrable Securities without the consent of the Investors holding a majority of the Registrable Securities (on an as-converted basis), which consent shall not be unreasonably withheld. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Investor and their its counsel prior to its filing or other submission. In the event any Registrable Securities are not covered by the Registration Statement, the Company shall promptly amend such Registration Statement or prepare and file with the SEC a new Registration Statement in accordance with the terms hereof in order to cause such Registrable Securities to be covered by a Registration Statement. If a the Registration Statement covering the Registrable Securities is not filed with within 30 days following the SEC on or prior to the Filing DeadlineClosing Date, then the Company will make pro pro-rata payments to each Investor, the Purchasers as liquidated damages and not as a penalty, in an amount equal to 1.52% of the sum of the aggregate principal amount invested by such Investor then outstanding under the Notes for each 30-month (or portion thereof) following such 30th day period or pro rata for any portion thereof following the date by during which such Registration Statement should have has not yet been filed for which no (such damages not to exceed 36% in aggregate). Each such payment shall be due and payable within five (5) days of the end of each month (or ending portion thereof) until such Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereofso filed. Such payments shall be made in partial compensation to each Investor in cashthe Purchasers, and shall not constitute the Purchasers’ exclusive remedy for such events.

Registration Statements. As soon as reasonably practicable after the Closing Date (i) Promptly following the closing of the purchase and sale of the securities contemplated by as defined in the Purchase Agreement (the “Closing Date”Agreement) but no later than forty-five (45) days after in any event within two Business Days following the Closing Date (the “Filing Deadline”), the Company shall use its best efforts to prepare and file with the SEC one a Registration Statement on Form SB-2 S-3 (and if the Company is a well-known seasoned issuer as of the filing date, a Form S-3ASR, or a prospectus supplement to an effective Form S-3ASR that shall become effective upon filing with the SEC pursuant to Rule 462(e)) (or, if Form SB-2 S-3 or Form S-3ASR is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), subject to the Required Investors’ consentprovisions of Section 2.1(c), covering for the resale of the Registrable SecuritiesSecurities pursuant to an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (such registration statement, including such prospectus supplement, if applicable, the “Shelf Registration Statement”). Such Shelf Registration Statement shall shall, subject to the limitations of Form S-3, include the plan aggregate amount of distribution attached hereto as Exhibit A. Such Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” substantially in the form of Annex A and the “Selling Stockholder” section substantially in the form of Annex B, in each case, which may be modified to respond to comments, if any, provided by the SEC. To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement also filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall cover, (i) inform each of the Participating Holders thereof and use its best efforts to file amendments to the extent allowable under Shelf Registration Statement as required by the 1933 Act SEC and/or (ii) withdraw the Shelf Registration Statement and the rules promulgated thereunder file a new registration statement (including Rule 416a “New Registration Statement”), such indeterminate in either case covering the maximum number of additional shares of Common Stock resulting from stock splitsRegistrable Securities permitted to be registered by the SEC, stock dividends on Form S-3 or similar transactions with respect such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to the Registrable Securities. The filing of such amendment or New Registration Statement, the Company shall use its reasonable best efforts to obtain from each person who now has piggyback advocate with the SEC for the registration rights a waiver of those rights with respect to all of the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided Registrable Securities in accordance with Section 3(c) the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to the Investors and their counsel prior be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its filing or other submission. If a Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement covering will be reduced on a pro rata basis based on the Registrable Securities is not filed with total number of unregistered Shares held by such Holders, subject to a determination by the SEC that certain Holders must be reduced first based on the number of Shares held by such Holders. In the event the Company amends the Shelf Registration Statement or prior to files a New Registration Statement, as the Filing Deadlinecase may be, under clauses (i) or (ii) above, the Company will make pro rata payments use its best efforts to each Investorfile with the SEC, as liquidated damages and promptly as allowed by the SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Shelf Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statement”). In no event shall any Participating Holder be identified as a penalty, statutory underwriter in an amount equal the Registration Statement unless in response to 1.5% a comment or request from the staff of the aggregate amount invested by SEC or another regulatory agency; provided, however, that if the SEC requests that a Participating Holder be identified as a statutory underwriter in the Registration Statement, such Investor for each 30-day period or pro rata for any portion thereof following Holder will have an opportunity to withdraw from the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cashStatement.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities transactions contemplated by the Purchase Warrant Exercise Agreement (the “Closing Date”) but no later than forty-five sixty (4560) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent, which shall not be unreasonably withheld), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the Warrant Shares set forth on the face of the Warrants. Such Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested exercise price of the Warrants acquired by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Investors to seek specific performance of the provisions hereofinjunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five (45) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the Shares and the Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its commercially reasonable best efforts to obtain from each person who now has piggyback registration rights rights, other than the Other Investors, a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Investors to seek specific performance of the provisions hereofinjunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no No later than forty-five (45) 30 days after from the Closing Date date of this Agreement (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form “Initial Registration Statement”) covering the resale of registration statement as is then available to effect a registration for resale all of the Registrable SecuritiesSecurities on a continuous basis pursuant to Rule 415 of the Securities Act. The Initial Registration Statement filed hereunder shall be on Form S-3; provided, subject to that if Form S-3 is not available for the Required Investors’ consent)registration of the resale of Registrable Securities hereunder, covering the Company shall (x) register the resale of the Registrable SecuritiesSecurities on another appropriate form and (y) undertake to register the resale of Registrable Securities on Form S-3 as soon as such form is available, provided, that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the staff of the SEC. No Purchaser shall be named as an “underwriter” in the Initial Registration Statement without such Purchaser’s prior written consent. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Initial Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Initial Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other Person (including the Company) without the prior written consent of the Required Purchasers. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Purchasers and their counsel prior to its filing or other submission. If a (i) the Initial Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, or (ii) prior to the effective date of the Initial Registration Statement, the Company shall fail to file any pre-effective amendment to the Initial Registration Statement required to be filed by the SEC or otherwise respond to comments from the SEC within 15 days from the date of receipt of such comments (a “Response Failure”), the Company will make pro rata payments to each InvestorPurchaser, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested Purchase Price paid by such Investor Purchaser for its Preferred Stock on the Closing Date pursuant to the Purchase Agreement (such amount, with respect to each Purchaser, the “Investment Amount”) for the first 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Initial Registration Statement is filed with respect to the Registrable Securities, or following a Response Failure, as the case may be, and 1.5% of such Purchaser’s Investment Amount for each 30-day period thereafter or pro rata for any portion thereof for which no Initial Registration Statement is filed with respect to the Registrable Securities, or following a Response Failure, as the case may be; provided, that the maximum payments to any Purchaser pursuant to this Section 2(a)(i) shall not exceed 12.0% of such Purchaser’s Investment Amount. Such payments shall constitute the InvestorsPurchasers’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Purchasers to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cashinjunctive relief.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “"Closing Date”") but no later than fortythirty-five (4535) days after the Closing Date (the “"Filing Deadline”"), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-1, S-2 or S-3 (or, if Form SB-2 is such Forms are not then available to the CompanyCoxxxxx, on xn such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent' consent not to be unreasonably withheld), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the number of Shares plus the number of shares of Common Stock necessary to permit the exercise in full of the Warrants. Such Subject to SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit EXHIBIT A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its commercially reasonable best efforts to obtain from each person who now has piggyback registration rights (other than Petra Mezzanine Fund, L.P.) a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.25% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ sole monetary ' exclusive remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereofevents. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement date hereof (the “Closing Date”) but no later than forty-five seven (457) business days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 F-3 (or, if Form SB-2 F-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable SecuritiesSecurities in the United States. Such Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Holder shall be named as an “underwriter” in the Registration Statement without the consent of the Holder unless required in the Company’s reasonable judgment after compliance with the applicable provisions of Section 2(d). Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock Shares resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any Common Shares or other securities for the account of those rights with respect to any other holder without the Registration Statementprior written consent of the Required Holders. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Holders and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments a payment to each Investorthe Holder, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested by such Investor product of $4,900,000 for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the InvestorsHolders’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Holders to seek specific performance of the provisions hereofinjunctive relief. Such payments shall be made to Holder in cash no later than ten (10) business days after the end of each Investor in cashsuch 30-day period.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by Closing Date (as defined in the Purchase Agreement (the “Closing Date”Agreement) but no later than forty-five thirty (4530) days after the Closing Date (the “"Filing Deadline”"), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of all of the Registrable Securities then outstanding; provided, however, that the Filing Deadline may be extended for up to 30 days in the event that the Company is not then eligible to use Form S-3 to effect a registration for resale of the Registrable Securities. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing DeadlineDeadline (as such Filing Deadline may be extended pursuant to the proviso in the first sentence of this clause (i), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor in the Shares for each 30-day period any month or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) ), but no later than forty-five (45) days three months after the Closing Date (the “Filing Deadline”), the Company shall prepare prepare, file and file cause to be effective with the SEC one a Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent)S-1, covering the resale or sale of the Required Registration Amount of Registrable Securities. Such Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Buyer shall be named as an “underwriter” in the Registration Statement without the Buyers’ prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Buyers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c2(c) to the Investors Buyers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Deadline (the "Filing DeadlineFailure"), the Company will make pro rata payments to each InvestorBuyer, as liquidated damages and not as a penalty, in an amount equal to 1.51.00% of the aggregate amount invested by such Investor Buyer for each 3020-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the InvestorsBuyers’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Buyers to seek specific performance of the provisions hereofinjunctive relief. Such payments shall be made to each Investor Buyer in cashcash on the day of the Filing Failure and thereafter on the earlier of (I) the thirtieth day after the Filing Failure has occurred and (II) the third Business Day after the Filing Failure is cured.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five thirty (4530) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-1 (or, if Form SB-2 S-1 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities. Such Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Investors to seek specific performance of the provisions hereofinjunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Agent Securities Purchase Agreement and the Securities Purchase Agreements (the “"Closing Date”") but no later than forty-five (45) days after the Closing Date (the “"Filing Deadline”"), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ Purchasers' consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the number of Shares plus the Common Shares necessary to permit the exercise in full of the Low's Warrants. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock Shares resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Purchasers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each InvestorPurchaser, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor the Pequot Purchasers for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Purchasers, and shall not constitute the Investors’ sole monetary Purchasers' exclusive remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereofevents. Such payments shall be made to each Investor Purchaser in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five thirty (4530) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities. Such Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Investor (other than the Placement Agent or any Affiliate or transferee of the Placement Agent) shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.52.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Investors to seek specific performance of the provisions hereofinjunctive relief. Such payments shall be made to each Investor in cashcash no later than three (3) Business Days after the end of each such 30-day period.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by under the Purchase Agreement (the “"Closing Date”") but no later than forty-five thirty (4530) days after the Closing Date (the “"Filing Deadline”"), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the number of shares of Common Stock necessary to permit the exercise in full of the Warrants issued on the Closing Date. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain obtain, from each person Person who now has piggyback registration rights rights, a waiver of those rights with respect to the Registration Statement; provided, however, that, for any Person who has not waived his, her or its piggyback registration rights with respect to the Registration Statement, all of the shares for which such Person has piggyback registration rights may be included in the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each SSF Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such SSF Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the SSF Investors, and shall not constitute the SSF Investors’ sole monetary ' exclusive remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereofevents. Such payments shall be made to each SSF Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities Common Stock and Warrants contemplated by the Purchase Agreement (the “"Closing Date”") (but no later than forty-five thirty (4530) days after the Closing Date (the “Filing Deadline”Date), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ ' consent), covering the resale of the Registrable SecuritiesSecurities in an amount equal to the number of shares of Common Stock issued to the Investors on the Closing Date plus the number of shares of Common Stock necessary to permit the exercise in full of the Warrants. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its commercially reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. No securities held by a third party shall be included in such Registration Statement without the consent of each Investor. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on within thirty (30) days of the date hereof (the "Registration Date"), except as excused pursuant to Section 2(d) below, for each 30-day period (or prior pro rata for any portion thereof) following the Registration Date during which no Registration Statement is filed with respect to the Filing DeadlineRegistrable Securities, the Company will make pro rata payments pay to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested paid to the Company by such Investor on the Closing Date for shares of Common Stock still held by such Investor. The amounts payable as liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States, and amounts payable as liquidated damages shall be paid monthly within two (2) business days of the last day of each 30-day period or pro rata for any portion thereof month following the date by which such Registration Statement should have been filed for which no Date until the Registration Statement is filed with respect to the SEC. Amounts payable as liquidated damages hereunder shall cease when an Investor no longer holds Warrants or Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cash, as applicable.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five (45) days after the Closing Date December 31, 2005 (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (orS-1, if Form SB-2 or on any other form that the Company is not then available eligible to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent)use, covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the number of Shares and Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock Shares resulting from stock share splits, stock share dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ sole monetary exclusive remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereofevents. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five thirty (4530) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the Shares and the Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall shall, prior to its filing or other submission, be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submissionXxxxxxxxxx Xxxxxxx PC (“Investors’ Counsel”). If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Investors to seek specific performance of the provisions hereofinjunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) Date but no later than forty-five sixty (4560) calendar days after the Closing Date (the “Closing Filing Deadline”), the Company shall prepare and use commercially reasonable efforts to file with the SEC one Commission a Registration Statement covering all of the Registrable Securities included in the Pre-Funded Warrants issued at the Closing (the “Closing Registrable Securities”); provided, however, that the Company shall not be required to file such Registration Statement during a Blackout Period. Promptly following the Series A Warrant Issuance Date but no later than thirty (30) calendar days after the Series A Warrant Issuance Date (the “Series A Warrant Issuance Filing Deadline”), the Company shall use commercially reasonable efforts to file with the Commission a Registration Statement covering all of the Registrable Securities included in the Series A Warrants issued at the Series A Warrant Issuance Date (the “Series A Warrant Registrable Securities”); provided, however, that the Company shall not be required to file such Registration Statement during a Blackout Period. The Company shall (i) use its commercially reasonable efforts to cause such Registration Statement to be declared effective no later than the Registration Effectiveness Deadline and (ii) use its commercially reasonable efforts to keep each such Registration Statement effective until the earlier to occur of: (x) the date on Form SB-2 which all Registrable Securities have been transferred other than to a Permitted Assignee and (ory) the date as of which all Holders may sell all of the Registrable Securities without restriction pursuant to Rule 144 (including, if Form SB-2 without limitation, volume restrictions) (the “Effectiveness Period”); provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(a), or keep such registration effective pursuant to the terms hereunder, in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities laws of such jurisdiction or to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case where it has not already done so. The Company shall notify the Purchasers by e-mail as promptly as practicable, and in any event, within forty-eight (48) hours, after any Registration Statement is declared effective and shall simultaneously provide the Purchasers with access to a copy of any related prospectus to be used in connection with the sale or other disposition of the securities covered thereby. The Company shall be entitled to suspend the effectiveness of a Registration Statement at any time prior to the expiration of the Effectiveness Period during a Blackout Period for the reasons and time periods set forth in the definition thereof. After the SEC Effective Date, any Holder whose securities were registered pursuant to a Registration Statement may at any time and from time to time request in writing to sell pursuant to a prospectus or a prospectus supplement Registrable Securities of such Holder available for sale pursuant to the Registration Statement. If the Company is not then available in a Blackout Period, the Company shall use its commercially Exhibit 10.2 reasonable efforts to, not later than the fifth Trading Day after the receipt of such notice cause to be filed the prospectus or a prospectus supplement; provided any request for a prospectus supplement may be withdrawn by the initiating Holder prior to the filing thereof. If the Company is in a Blackout Period during the time such request is made, the Company shall use its commercially reasonable efforts to, not later than the fifth Trading Day after the cessation of the Blackout Period to cause to be filed the prospectus or a prospectus supplement; provided any request for a prospectus supplement may be withdrawn by the initiating Holder prior to the filing thereof. Notwithstanding the foregoing, in the event that the Staff does not permit the registration of any Registrable Securities, or otherwise limits the number of Registrable Securities that may be sold pursuant to such Registration Statement, or any successor registration statement, by virtue of the Commission informing the Company that (i) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, on such form (ii) Rule 415 may not be relied upon for the registration of registration statement as is then available to effect a registration for the resale of any or all of the Registrable Securities, subject and/or (iii) a Holder of any Registrable Securities must be named as an underwriter and such Holder does not consent to be so named in such Registration Statement, then the Required Investors’ consent)Company may remove from such Registration Statement such number of Registrable Securities as specified by the Commission (such Registrable Securities, covering the “Cut-Back Shares”) on behalf of all of the holders of Registrable Securities from the shares of Common Stock issued, on a pro-rata basis among the holders thereof and shall be applied first to any of the Registrable Securities of such Purchaser as such Purchaser shall designate, unless otherwise required pursuant to Commission Guidance or any other restrictions or limitations on the registration and resale of the Registrable Securities. Such Securities required by the Commission (“Commission Restrictions”), or the Purchasers otherwise agree; provided, however that the Company has used commercially reasonable efforts to advocate with the Commission (x) for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09), and (y) that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Purchasers is an “underwriter”. In such event, the Company shall include give the plan applicable holders of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to Registrable Securities prompt notice of the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares Cut-Back Shares excluded from such Registration Statement. The Company shall, at the first opportunity that is permitted by the Commission, register for resale the Cut-Back Shares (pro rata among the Holders of Common Stock resulting from stock splitssuch Cut-Back Shares) using one or more registration statements that it is then entitled to use; provided, stock dividends or similar transactions with respect however, that the Company shall not be required to the Registrable Securitiesregister such Cut-Back Shares during a Blackout Period. The Company shall use its commercially reasonable best efforts to obtain from cause each person who now has piggyback such registration rights a waiver of those rights with respect statement to be declared effective under the Registration Statement. The Registration Statement (and each amendment or supplement theretoSecurities Act as soon as possible, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) use its commercially reasonable efforts to keep such registration statement continuously effective under the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering Securities Act during the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cashentire Effectiveness Period.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no Not later than forty-five the earlier of (45i) 15 days after the Closing Date filing by the Company of its Annual Report on Form 10-KSB for the fiscal year ended June 30, 2007 with the SEC or (ii) October 31, 2007 (the “earlier of such dates, the "Filing Deadline”"), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the Shares and the Warrant Shares. Such Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Investor shall be named as an "underwriter" in such Registration Statement without such Investor's prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the account of any other holder without the prior written consent of the Required Investors; provided that the Registration StatementStatement may include the Covered Shares, the Other Shares and the ComVest Shares. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole ' exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Investors to seek specific performance of the provisions hereofinjunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing Closing of the purchase and sale of the securities Preferred Stock contemplated by the Purchase Agreement (the “Closing Date”), but in no event after the earlier of (x) but no later than forty-five ten (4510) calendar days after the Second Closing Date and (y) the 65th calendar day after the First Closing Date (such earlier date, the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement Registration Statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required InvestorsRequisite Holders’ consent), covering the resale of all of the Registrable SecuritiesSecurities without regard to any limitation on the conversion of shares of Series A-1 Preferred Stock or exercise of the Warrants and assuming that all dividends payable on the Preferred Stock pursuant to the term thereof shall be payment-in-kind dividends. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Holders and their respective counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each InvestorHolder, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor Holder (the amount invested by a Holder shall include the purchase price of the Shares acquired by such Holder and shall exclude any amount attributable to the Warrants acquired by such Holder pursuant to the Purchase Agreement) for each 3010-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Holders, and shall not constitute the InvestorsHolders’ sole monetary exclusive remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereofevents. Such payments shall be made to each Investor Holder in cash. The amounts payable as liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States, and amounts payable as liquidated damages shall be paid within two (2) Business Days of the last day of each such 10-day period during which the Registration Statement should have been filed for which no Registration Statement was filed with respect to the Registrable Securities.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five thirty (4530) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one a Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of all the Registrable SecuritiesSecurities for an offering to be made on a continuous basis pursuant to Rule 415. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable permitted under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their Investors’ counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.50.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right Securities up to seek specific performance a maximum of 5.0% of the provisions hereofaggregate amount invested by such Investor. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “last Closing Date”) but no later than forty-five (45) 30 days after the last Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable SecuritiesConversion Shares and the Warrant Shares issuable in respect of the Shares and Warrants. Such Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel Lxxxxxxxxx Xxxxxxx PC prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor under the Purchase Agreement for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Investors to seek specific performance of the provisions hereofinjunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by Closing Date (as defined in the Purchase Agreement (the “Closing Date”Agreement) but no later than forty-five (45) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one a Registration Statement on Form SB-2 F-3 (or, if Form SB-2 F-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities. Such Registration Statement shall include the a plan of distribution substantially in the form attached hereto as Exhibit A. A (subject to any comments thereon by the SEC). Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock Ordinary Shares resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors SuperCom and their its counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to by the Filing Deadline, the Company will make pro rata payments to each InvestorSuperCom, as liquidated damages and not as a penalty, in an amount equal to 1.50.75% of the fair market value of the aggregate amount invested consideration received by SuperCom pursuant to the Purchase Agreement (calculated based on the average closing price of the Ordinary Share traded on Nasdaq Global Market during the ten (10) trading days prior to the date of the Purchase Agreement) of such Investor Registrable Securities released from the lock-up undertaking pursuant to the Lock-Up Agreement at such time (and in the event such number changes during the period, the weighted-average number of such Registrable Securities, during the applicable period) (“Liquidated Damages”)) for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments Securities payable within 3 Business Days after the end of such successive 30-day period (or portion thereof); provided, however, that in no event shall constitute such Liquidated Damages in the Investors’ sole monetary remedy for aggregate exceed 10% of such events but shall not limit aggregate consideration received by SuperCom pursuant to the Investors’ right to seek specific performance of the provisions hereofPurchase Agreement. Such payments shall be made to each Investor SuperCom in cash. In recognition of the difficulty of determining SuperCom’s damages or loss as a result of the Registration Statement not being filed within the time periods described above, it is hereby agreed that the foregoing amount of Liquidated Damages is deemed to represent a reasonable estimate of SuperCom’s damages and shall be the sole monetary remedy of SuperCom in this regard, but shall not affect the right of SuperCom to seek injunctive relief.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Subscription Agreement (the “Closing Date”) but no later than forty-five thirty (4530) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the Shares and the Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their one Investors’ counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ sole monetary exclusive remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereofevents. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities Common Stock contemplated by the Purchase Agreement (the “"Closing Date”") (but no later than forty-five thirty (4530) days after the Closing Date (the “Filing Deadline”Date), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ ' consent), covering the resale of the Registrable SecuritiesSecurities in an amount equal to the number of shares of Common Stock issued to the Investors on the Closing Date plus the number of shares of Common Stock necessary to permit the exercise in full of the Penalty Warrants outstanding or issuable on the date of filing. Such At the time the Registration Statement is declared effective, the Registration Statement shall include the plan all shares of distribution attached hereto as Exhibit A. Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time, if any. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its commercially reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. No securities held by a third party shall be included in such Registration Statement without the consent of each Investor. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% within thirty (30) days of the aggregate amount invested by such Investor Closing Date (the "Registration Date"), except as excused pursuant to Section 2(d) below, for each 30-day period (or pro rata for any portion thereof thereof) following the date by which such Registration Statement should have been filed for Date during which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute , the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance Company will issue Penalty Warrants as set forth in SECTION 8 below in respect of the provisions hereof. Such payments any Primary Shares still held by each Investor; provided, however, that no Penalty Warrants shall be made issuable to each any Investor in cashwho no longer holds Registrable Securities at the time any Penalty Warrants are to be issued.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five thirty (4530) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-1 (or, if Form SB-2 S-1 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the Conversion Shares and the Warrant Shares. Such Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Investors to seek specific performance of the provisions hereofinjunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five (45) 90 days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent)S-1, covering the resale of the Registrable Securities. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Lenders. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel Lenders prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each InvestorLender, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested by such Investor Lender for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities; provided, that the maximum pro rata payments to the Lenders shall not exceed 10.0% of the aggregate amount invested by such Lender. Such payments shall constitute the InvestorsLenders’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Lenders to seek specific performance of the provisions hereofinjunctive relief. Such payments shall be made to each Investor Lender in cashcash no later than three (3) Business Days after the end of each 30-day period.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Purchase Agreement Memorandum (the “Closing Date”) but no later than forty-five sixty (4560) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the Shares and the Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ sole monetary exclusive remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereofevents. Such payments shall be made to each Investor in cashcash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadline.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities Notes contemplated by the Purchase Agreement (the “"Closing Date”") (but no later than forty-five thirty (4530) days after the Closing Date (the “Filing Deadline”Date), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ Investor's consent), ) covering the resale of the Registrable SecuritiesSecurities in an amount equal to 130% of the number of shares of Common Stock necessary to permit the conversion in full of the Notes. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules Rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company No securities shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to be included in the Registration StatementStatement other than the Registrable Securities without the consent of the Investors holding a majority of the Registrable Securities (on an as-converted basis), which consent shall not be unreasonably withheld. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Investor and their its counsel prior to its filing or other submission. If a In the event any Registrable Securities are not covered by the Registration Statement, the Company shall promptly amend such Registration Statement covering the Registrable Securities is not filed or prepare and file with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such new Registration Statement should have been filed for which no in accordance with the terms hereof in order to cause such Registrable Securities to be covered by a Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cashStatement.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five (45) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Investors to seek specific performance of the provisions hereofinjunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement Subscription Agreements (the “Closing Date”) but no later than forty-five ninety (4590) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one a Registration Statement on Form SB-2 F-l (or, if Form SB-2 F-l is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities that are Restricted Securities in an amount at least equal to the aggregate of the Registrable Securities. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock Shares resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities that are Restricted Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to the holder of each Investor, Restricted Security as liquidated damages and not as a penalty, in either cash or Common Shares, at the option of the Company, valued at the then current market price on the Toronto Stock Exchange (or if the Common Shares are no longer listed on the Toronto Stock Exchange, the then current bid price as quoted on another exchange or quotation system on which the Common Shares are then trading) an amount equal to 1.51% of the aggregate amount invested by Offering Price of such Investor Restricted Security attributable to that portion of the Restricted Securities not resold pursuant to Regulation S for each every 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement Convertible Note (the “"Closing Date”") but no later than forty-five ninety (4590) days after the Closing Date (the “"Filing Deadline”"), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 F-1 (or, if Form SB-2 is not then available to the Company, or on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale sale of the Registrable SecuritiesSecurities on their issuance in an amount at least equal to the number of Shares that the Company may issue at the current conversion price of $30.00 per Share. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their Investors' counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.00% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cash. Notwithstanding the foregoing, such payments shall not constitute the Investor's exclusive remedy.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by First Closing Date (as defined in the Purchase Agreement Agreement) (the “Closing Date”) but no later than forty-five sixty (4560) days after the First Closing Date (the “Filing Deadline”Date), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of all of the Registrable Securities issuable upon the conversion or exercise, as applicable, of the Initial Securities (as defined in the Purchase Agreement) (the "Initial Registrable Securities"). Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 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 Initial Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Initial Registrable Securities is not filed with the SEC on or prior to within sixty (60) days of the Filing DeadlineFirst Closing Date, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor in the Initial Securities for each 30-day period any month or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Initial Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five thirty (4530) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the number of Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.52.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ sole monetary exclusive remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereofevents. Such payments shall be made to each Investor in cash. Notwithstanding anything herein to the contrary, in no event shall the Company pay liquidated damages in excess of 10% arising from the provisions of this section 2(a)(i).

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement Convertible Notes (the “Closing Date”) but no later than forty-five ninety (4590) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-1 (or, if Form SB-2 is not then available to the Company, or on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale sale of the Registrable SecuritiesSecurities on their issuance in an amount at least equal to the number of Shares that the Company may issue at the current conversion price of $7.00 per Share. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their Investors’ counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.00% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cash. Notwithstanding the foregoing, such payments shall not constitute the Investor’s exclusive remedy.

Registration Statements. (i) Promptly Within thirty (30) days following the closing earlier to occur of the purchase and sale consummation of the securities contemplated by Merger or the Purchase Agreement (payment of the “Closing Date”) Break-Up Fee, but in no event later than forty-five (45) days after the Closing Date January 31, 2004 (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-1 (or, if unless Form SB-2 is not then available to the Company, on S-3 or such other form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ Investor’s consent), covering the resale of all of the Registrable SecuritiesSecurities without regard to any limitation on the exercise of the Warrants or the Debentures. Such Registration Statement shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the plan of distribution attached hereto as Exhibit A. SEC to be filed thereunder. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person (other than Xxxxxx Xxxxx and Elan Corporation, plc) who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.50.5% of the aggregate amount invested by such Investor for each 3010-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ sole monetary exclusive remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereofevents. Such payments shall be made to each Investor in cash, or, at the Investor’s election, in a number of shares of Common Stock determined by dividing the amount of such payment by $0.10. In the case of cash payments, the amounts payable as liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States, and all such amounts payable or shares deliverable as liquidated damages shall be paid or certificates shall be delivered, as the case may be, within two (2) Business Days of the last day of each such 10-day period during which the Registration Statement should have been filed for which no Registration Statement was filed with respect to the Registrable Securities.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five thirty (4530) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the Conversion Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Investors to seek specific performance of the provisions hereofinjunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following On or prior to the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than forty-five (45) date that is thirty days after the Closing Date (the “Filing Deadline”); provided, however, that if the Filing Deadline falls on a day that is not a Business Day, such deadline shall be extended to the next Business Day, the Company shall prepare and file with the SEC one a Registration Statement on Form SB-2 S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities) for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the Required Investors’ consentlimitations of Form S-3, include the aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Shelf Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Annex A. To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the initial Registration Statement or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall file additional Registration Statements (each an “Additional Registration Statement”), covering as promptly as possible, and in any event within 30 days from when the resale Company becomes eligible to file such Additional Registration Statement, successively trying to register on each such Additional Registration Statement the maximum number of remaining Registrable Securities until all of the Registrable Securities have been registered with the SEC. To the extent the rules and regulations of the Commission do not permit such Shelf Registration Statement to include all of the Registrable Securities. Such Registration Statement shall include , the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to register the Registration Statement. The Registration Statement (maximum amount permitted by the Commission and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with required to be omitted from such Shelf Registration Statement shall be determined in the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% sole discretion of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cashPurchasers.

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than fortyfortySixty-five (45465) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable SecuritiesSecurities in an amount at least equal to the number of Shares plus the number of shares of Common Stock necessary to permit the exercise in full of the Warrants. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Investor and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments payment to each the Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investor, and shall not constitute the Investors’ sole monetary Investor’s exclusive remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cashevents.

Registration Statements. (i) Promptly Within thirty (30) days following the closing Company’s filing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) its Form 10-K for its fiscal year ended June 30, 2008 but no later than forty-five (45) days after the Closing Date October 15, 2008 (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 S-1 (or, if Form SB-2 S-1 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities. Such Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts Except for shares of Common Stock underlying all of the Company’s outstanding Class W and Class Z warrants, Class Y Warrants, unregistered Class W and Class Z warrants, warrants issued to obtain from each person who now has piggyback registration rights a waiver HCFP/Xxxxxxx Securities, LLC as placement agent for the sale of those rights with respect shares of Series A Preferred Stock sold pursuant to the Purchase Agreement and shares of Common Stock underlying these warrants, such Registration StatementStatement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole exclusive monetary remedy for such events events, but shall not limit affect the Investors’ right of the Investors to seek specific performance of the provisions hereofinjunctive relief. Such payments shall be made to each Investor in cash.