Common use of Registration Clause in Contracts

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Registration. In consideration of the exchange by the Preferred Stockholder of the Preferred Stock for the Common Stock, the contemplated transfer by the Preferred Stockholder of an aggregate of 9,000,000 shares of Common Stock as provided above and other good and valuable consideration, the Company hereby agrees that (a) On it shall prepare, and, on or prior to December 31, 2003, use its best efforts to file with the Filing DeadlineSEC a Registration Statement on Form SB-2 covering the resale by the Preferred Stockholder of all his shares of Common Stock and (b) if, at any time prior to the filing of the registration statement contemplated by (a) above, the Company shall prepare and determine to file with the Commission SEC a “shelf” Registration Statement covering registration statement relating to an offering for its own account or the resale account of others under the Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to the Preferred Stockholder written notice of such determination and, if within ten (10) days after the effective date of such notice, the Preferred Stockholder shall so request in writing, the Company shall include in such registration statement all or any part of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering Common Stock the Preferred Stockholder requests to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investorsregistered. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2foregoing, if, in connection with any underwritten public offering for the event the Commission informs account of the Company that all the managing underwriter(s) thereof shall impose a limitation on the number of the Registrable Securities required to shares which may be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”)because, in either case covering the maximum number of Registrable Securities required such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to be included in an Initial Registration Statement and permitted to be registered by the Commissionfacilitate public distribution, 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, then the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the include in such registration of all statement only such limited portion of the Registrable Securities Common Stock with respect to which such holder has requested inclusion hereunder as the underwriter shall permit. The rights granted herein to the Preferred Stockholder are not assignable by him without the prior written consent of the Company. The Company agrees that the rights granted herein shall not be rescinded and shall remain in full force and effect in accordance with SEC Guidance, including without limitation, the Manual terms hereof notwithstanding the Preferred Stockholder deciding not to transfer 9,000,000 shares of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation Common Stock to the three current directors 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 commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Company.

Registration. (a) On or prior Subject to the Filing Deadlinelimitations set forth in this Agreement, if the Company proposes to register any of its Common Stock under the Securities Act of 1933, as amended (the "Act"), for public offering and sale by it solely for cash (other than registrations with regard to acquisitions, conversions of any of the Company's securities or employee stock options, employee purchase plans or other employee benefit plans), the Company shall prepare and file use its best efforts to give notice to the Stockholders of its intention to effect such a registration at least 10 days prior to the filing with the Securities and Exchange Commission a “shelf” Registration Statement covering (the resale "Commission") of all such registration statement. Upon written request of any Stockholder, given within 10 days after receipt from the then outstanding Registrable Securities or Registrable Securities issuable upon exercise Company of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 orsuch notice, if Rule 415 is not available for offers and sales of the Registrable SecuritiesCompany shall, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations limitations set forth in this subsection Agreement, use its best efforts to cause the number of such Stockholder's Registerable Securities (aas hereinafter defined) then held by such Stockholder and subsection (b) of this Section 2, referred to in the event the Commission informs the Company that all of the Registrable Securities required such request to be included in an Initial Registration Statement cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single such registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior in the event the offering pursuant to filing such amendment registration statement shall be underwritten and the managing underwriter or New Registration Statementmanaging underwriters advise the Company that in its or their opinion the number of securities requested to be included in such registration pursuant to this Section 1(a) and pursuant to any other rights granted by the Company to holders of its securities to request inclusion of any such securities in such registration exceeds the number of securities which can be sold in the offering without adversely affecting the offering price or the marketing of the securities to be offered for the account of the Company, the Company may so advise the Stockholders and the Stockholders shall accept a reduction (including a total elimination) in the number of shares included in such registration in an amount which such underwriter or underwriters, in its or their sole discretion, deem advisable so as not to adversely affect the offering price or marketing of the securities to be offered for the account of the Company. Nothing in this Section 1(a) shall limit the Company's ability to withdraw or delay a registration statement it has filed either before or after effectiveness. Notwithstanding anything to the contrary set forth herein, the Company shall not be obligated to use its commercially reasonable best efforts effect or take any action to advocate effect any such registration for the account of any Stockholder with respect to less than an aggregate of 25,000 shares of Registerable Securities or such lower amount as the managing underwriter may agree. The registration rights granted under this Section 1(a) shall pertain only to registrations with respect to which a registration statement is initially filed with the Commission for after the Initial Date and within three years from the date hereof. Notwithstanding anything to the contrary set forth herein, the Company shall not be obligated to effect or take any action to effect any such registration of Registerable Securities under a particular registration statement if the Stockholders were previously given the opportunity to register all of the Registrable Registerable Securities in accordance with SEC Guidancehereunder or otherwise under a separate registration statement initially filed within the previous one-year period; provided that such opportunity shall be counted only if (A) the separate registration statement has become effective under the Act, including without limitation, and (B) 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 be registered on a particular Registration Statement as a secondary public offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based has been consummated on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)terms and conditions specified therein.

Registration. (a) On or prior to the a Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of that are not then outstanding Warrants not already covered by registered on an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an the “Initial Registration Statement”). Each The Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) S-1 and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsection subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) to withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 S-1 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 best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this AgreementAgreement and subject to the payment of liquidated damages in Section 2(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 commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an the “Initial Registration Statement”). Each The Initial Registration Statement shall be on Form S-3 (except as provided 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 another appropriate form in accordance with Section 2(d) below) subject to the provisions of Section 2(d2(e)) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and holders thereof, (ii) use its commercial reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (iiiii) withdraw such the Initial Registration Statement and file a new registration statement (a “"New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. 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 commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (iii) or (iiiii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance staff guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an the “Initial Registration Statement”). Each The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale of the Registrable Securities as provided in Section 2(d) belowa secondary offering) subject to the provisions of Section 2(d2(e) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders holders thereof and use its commercially reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this AgreementAgreement and subject to the payment of liquidated damages in Section 2(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 commercially reasonable best diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Restructuring Agreement (whether pursuant to registration rights or otherwise) and second by Registrable Securities and Other Registrable Securities on a pro rata basis based on the total sum of the Conversion Shares, the Conversion Shares (as defined in the Series A Registration Rights Agreement) and the number of unregistered Shares shares of Registrable Common Stock held by such Holders, subject to any written determination by the Commission that certain Holders must be reduced first. In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Registration. (a) On or At any time prior to or on the Filing Deadlinefifth anniversary of the Distribution Date, any Holder(s) of 10% or more of the Company shall prepare then-outstanding Registrable Securities (and file with the Commission a “shelf” Registration Statement covering the resale of all any Holders acting together which collectively hold 10% or more of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise Securities) (collectively, the “Initiating Holder”; provided, that the 10% ownership threshold shall not apply to any Holder that is a member of then outstanding Warrants not already covered by an existing and effective the Parent Group) shall have the right to request that SpinCo file a Registration Statement with the SEC on the appropriate registration form for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all or part of the Registrable Securities required held by such Initiating Holder, by delivering a written request thereof to be included in an Initial Registration Statement cannot, as SpinCo specifying the number of shares of Registrable Securities such Initiating Holder wishes to Register (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 “Demand Registration”). SpinCo shall (i) inform each within five days of the receipt of a Demand Registration, give written notice of such Demand Registration to all Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or of Registrable Securities, (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with prepare and file the Commission for Registration Statement as expeditiously as possible, but in any event within 30 days of such request and (iii) use its commercially reasonable efforts to cause the registration Registration Statement to become effective in respect of all of the Registrable Securities each Demand Registration in accordance with SEC Guidancethe intended method of distribution set forth in the written request delivered by the Initiating Holder. SpinCo shall include in such Registration all Registrable Securities with respect to which SpinCo receives, including without limitationwithin the 10 days immediately following the receipt by the Holder(s) of such notice from SpinCo, a request for inclusion in the Manual of Publicly Available Telephone Interpretations D.29Registration from the Holder(s) thereof. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth Each such request from a limitation of the number Holder of Registrable Securities permitted to be registered on a particular for inclusion in the Registration Statement as a secondary offering (and notwithstanding that shall also specify the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number aggregate amount of Registrable Securities proposed to be registered on such Registered. The Initiating Holder may request that the Registration Statement will be reduced on any appropriate form, including Form S-4 in the case of an Exchange Offer or a pro rata basis based on Form S-3 (if SpinCo is then eligible to use Form S-3) in the total number case of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Shelf Registration Statement, as and SpinCo shall effect the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale Registration on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)form so requested.

Registration. (a) On or prior to 60 days from the Filing DeadlineClosing (as defined in the Stock Purchase Agreement), the Company shall prepare and file with a registration statement (the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that covering all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company thereafter shall be obligated to use its commercially reasonable best efforts to advocate as soon as practicable effect such registration (including, without limitation, appropriate qualification under applicable state securities laws and appropriate compliance with applicable regulations issued under the Commission Securities Act and any other governmental requirements or regulations). If requested, the Company shall, together with all Holders proposing to sell their Registrable Securities in such registration in an underwritten distribution (the “Initiating Holders”), enter into an underwriting agreement in customary form with an investment banking firm or firms selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company’s reasonable approval. The Company may, at its option, include shares held by other securityholders of the Company in any such registration statement filed under this Section 2.1. Notwithstanding the foregoing, if in the good faith judgment of the managing underwriter of such public offering, the inclusion of all of the Registrable Securities requested to be registered would materially and adversely affect the successful marketing of the offering, then the amount of the securities to be included in accordance with SEC Guidance, including without limitationthe offering shall be reduced and the Registrable Securities and the other shares to be offered shall participate in such offering as follows: (i) first, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this AgreementRegistrable Securities requested to be included in such registration by the Initiating Holders, and if any SEC Guidance sets forth a limitation two or more Initiating Holders are included in the registration, pro rata among the Initiating Holders on the basis of the number of Registrable Securities permitted owned by each such Initiating Holder, and (ii) second, the shares requested to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that included in such registration by any stockholder other than the Initiating Holders, in any manner determined by the Company used commercially reasonable best efforts to advocate with (including in any manner specified in any agreement between the Commission for the registration of all or a greater number of Registrable SecuritiesCompany and such other stockholders), unless otherwise directed in writing by a . If any Holder as to its Registrable Securities, the number of Registrable Securities disapproves of the terms of the underwriting, such person may elect to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held withdraw therefrom by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided written notice to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Company.

Registration. In the event that any Holder elects to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering and reasonably expects gross proceeds of at least $35 million from such Underwritten Offering (a) On or prior together with any Registrable Securities to the Filing Deadlinebe disposed of by a Selling Holder who has elected to participate in such Underwritten Offering pursuant to Section 2.02), the Company shall prepare and file shall, at the request of such Selling Holder(s), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the Commission a “shelf” Registration Statement covering Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the resale of all of effect and to the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as extent provided in Section 2(d) below) subject to the provisions of Section 2(d) 2.08, and shall contain (except if otherwise required pursuant take all such other reasonable actions as are requested by the Managing Underwriter in order to written comments received from expedite or facilitate the Commission upon a review disposition of such Registration StatementRegistrable Securities; provided, that the Company shall not be obligated to engage in more than three (3) the “Plan of Distribution” section approved such Underwritten Offerings in any twelve (12) full calendar month period. The Managing Underwriter or Underwriters for such Underwritten Offering shall be selected by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all Stonepeak Purchasers owning a majority of the Registrable Securities required to be included by Stonepeak Purchasers in such Underwritten Offering, or if no Stonepeak Purchaser is a Selling Holder in such Underwritten Offering, by Selling Holders owning a majority of the Registrable Securities to be included in an Initial Registration Statement cannotsuch Underwritten Offering, as a result in each case with the consent of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required consent not to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”unreasonably withheld).

Registration. (a) On or prior to 60 days from the Filing DeadlineClosing (as defined in the Securities Agreement), the Company shall prepare and file with a registration statement (the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that covering all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company thereafter shall be obligated to use its commercially reasonable best efforts to advocate as soon as practicable effect such registration (including, without limitation, appropriate qualification under applicable state securities laws and appropriate compliance with applicable regulations issued under the Commission Securities Act and any other governmental requirements or regulations). If requested, the Company shall, together with all Holders proposing to sell their Registrable Securities in such registration in an underwritten distribution (the “Initiating Holders”), enter into an underwriting agreement in customary form with an investment banking firm or firms selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company’s reasonable approval. The Company may, at its option, include shares held by other securityholders of the Company in any such registration statement filed under this Section 2.1. Notwithstanding the foregoing, if in the good faith judgment of the managing underwriter of such public offering, the inclusion of all of the Registrable Securities requested to be registered would materially and adversely affect the successful marketing of the offering, then the amount of the securities to be included in accordance with SEC Guidance, including without limitationthe offering shall be reduced and the Registrable Securities and the other shares to be offered shall participate in such offering as follows: (i) first, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this AgreementRegistrable Securities requested to be included in such registration by the Initiating Holders, and if any SEC Guidance sets forth a limitation two or more Initiating Holders are included in the registration, pro rata among the Initiating Holders on the basis of the number of Registrable Securities permitted owned by each such Initiating Holder, and (ii) second, the shares requested to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that included in such registration by any stockholder other than the Initiating Holders, in any manner determined by the Company used commercially reasonable best efforts to advocate with (including in any manner specified in any agreement between the Commission for the registration of all or a greater number of Registrable SecuritiesCompany and such other stockholders), unless otherwise directed in writing by a . If any Holder as to its Registrable Securities, the number of Registrable Securities disapproves of the terms of the underwriting, such person may elect to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held withdraw therefrom by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided written notice to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Company.

Registration. (a) On or prior to the Filing Deadline, the The Company shall prepare and file with the Commission SEC, no later than one hundred fifty (150) days after the date hereof a “shelf” Registration Statement on Form S-1 (or such other appropriate form) covering no less than the resale number of all shares of Common Stock constituting one-third of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”)Company’s public float. Each Initial Such Registration Statement shall be on Form S-3 (except state that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as provided in Section 2(d) below) subject may become issuable to prevent dilution resulting from stock splits, or stock dividends. If at any time the number of shares issued or issuable pursuant to the provisions Purchase Agreement exceeds the aggregate number of Section 2(dshares of Common Stock then registered, the Company shall, within ten (10) and shall contain (except if otherwise required pursuant to business days after receipt of written comments received notice from the Commission upon a review Investor, file with the SEC an additional Registration Statement to register the number of additional shares of Common Stock that exceed the aggregate number of shares of Common Stock already registered; provided, however that the Company shall not be obligated to register any additional securities if in the opinion of counsel for the Company such registration will likely be characterized as an offering of securities that does not permit such Registration Statement) the “Plan of Distribution” section approved Statement to become effective and be used for resales by the Majority InvestorsInvestor on a delayed or continuous basis under Rule 415 . Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2foregoing, in the event the Commission informs if the Company that all is advised by its counsel or the staff of the Registrable Securities required SEC (the “Staff”) that the Staff seeks to or likely will characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices)(or as otherwise may be acceptable to the Investor), because of the number of shares sought to be included in the Registration Statement, then the Company may reduce (an Initial “SEC Share Reduction”) the number of shares covered by such Registration Statement 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 (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number which would still, upon the advice of Registrable Securities required counsel, enable the Staff and the SEC to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, allow the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities conduct such offering in accordance with SEC Guidance, including without limitation, the Manual provisions 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 Rule 415 and to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on permit such Registration Statement will to become effective and be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holdersused as aforesaid. In the event the Company amends of an Initial Registration Statement or files a New Registration StatementSEC Share Reduction, as the case may be, under clauses (i) the inclusion of at least twenty five percent (25%) of the aggregate of the Commitment Shares and the Fee Shares in such initial Registration Statement shall take precedence over any Put Shares and shall not be cut back or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or removed from such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement until any Put Shares are cut back and removed from such Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Registration. If at any time the Company shall determine to register for its own account or the account of others under the Securities Act of 1933, as amended (a) On or prior including without limitation pursuant to the Filing Deadlineregistration of any shareholder of the Company), any of its equity securities, other than on Form S-8 or Form S-4 or their then equivalents (a "Piggyback Registration"), it shall send the Holder written notice of such determination and, if within fifteen (15) days after receipt of such notice, Holder shall so request in writing, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of use its diligent efforts to include in such registration statement all or any part of the then outstanding Registrable Securities shares of Common Stock or Registrable Securities other securities issued or issuable upon exercise conversion of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering this Note ("Registrable Shares") that Holder requests to be made on a continuous basis pursuant registered, except that if, in connection with any offering involving an underwriting of Common Stock to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved issued by the Majority Investors. Notwithstanding Company the registration obligations set forth in this subsection (a) and subsection (b) managing underwriter shall impose a limitation on the number of this Section 2, in the event the Commission informs the Company that all shares of the Registrable Securities required to Common Stock which may be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”)because, in either case covering the maximum number of Registrable Securities required its judgment, such limitations necessary to be included in effect an Initial Registration Statement and permitted to be registered by the Commissionorderly public distribution, 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, then the Company shall be obligated to use its commercially reasonable best efforts to advocate with include in such registration statement only such limited portion (or none, if so required by the Commission for the registration of all managing underwriter) of the Registrable Securities Shares with respect to which such holder has requested inclusion hereunder. Except as specifically provided herein, all Registration Expenses incurred in accordance connection with SEC Guidanceany registration under this Section shall be borne by the Company. All Selling Expenses incurred in connection with any registrations hereunder, including without limitation, shall be borne by the Manual holders of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation the securities so registered pro rata on the basis of the number of Registrable Securities permitted to be registered on a particular shares so registered. For purposes of this Section, "Registration Statement as a secondary offering (and notwithstanding that Expenses" means all expenses incurred by the Company used commercially reasonable best efforts to advocate in complying with this Section, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the company, fees and expenses of listing the securities with the Commission securities exchange, fees and expenses (including counsel fees) incurred in connection with complying with state securities or "blue sky" laws, fees and expenses of one designated counsel for the Holder in connection with the registration of Registrable Shares, transfer taxes, fees of transfer agents and registrars, costs of any insurance which might be obtained, but excluding any Selling Expenses. For purposes of this Section, "Selling Expenses" means all or a greater number underwriting discounts and selling commissions applicable to the sale of Registrable Securities), unless otherwise directed Shares and the fees and expenses of more than one counsel for the Holder in writing by a Holder as to its Registrable Securities, connection with the number registration of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Shares.

Registration. (a) On or prior The Holder of this Warrant shall have the right to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of include all of the then outstanding shares of Common Stock underlying this Warrant (the "Registrable Securities Securities") as part of any registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 orForm S-8) and must be notified in writing of such filing; provided, however, that the holder of this Warrant agrees it shall not have any piggy-back registration rights pursuant to this Section 12(c) if Rule 415 is not available for offers and sales the shares of Common Stock underlying this Warrant are freely tradable in the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject United States pursuant to the provisions of Section 2(dRegulation D. Holder shall have five (5) and shall contain (except busxxxxx xxxs to notify the Company in writing as to whether the Company is to include Holder or not include Holder as part of the registration; provided, however, that if otherwise required any registration pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2shall be underwritten, in the event the Commission informs whole or in part, the Company may require that all of the Registrable Securities required requested for inclusion pursuant to this Section be included in an Initial Registration Statement cannot, the underwriting on the same terms and conditions as a result the securities otherwise being sold through the underwriters. If in the good faith judgment of the application underwriter evidenced in writing of Rule 415, be registered for resale as such offering only a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum limited number of Registrable Securities required to should be included in an Initial Registration Statement such offering, or no such shares should be included, the Holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the Commission, on Form S-3 or underwriter in such other form available offering bears 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 best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares all shares then held by all selling stockholders desiring to participate in such Holdersoffering. In Those Registrable Securities which are excluded from an underwritten offering pursuant to the event foregoing provisions of this Section (and all other Registrable Securities held by the selling stockholders) shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 12(c) prior to the effectiveness of such registration whether or not any Warrant holder elected to include securities in such registration. All registration expenses incurred by the Company amends an Initial Registration Statement or files a New Registration Statementin complying with this Section 12(c) shall be paid by the Company, as the case may beexclusive of underwriting discounts, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided commissions and legal fees and expenses for counsel to the Company or to registrants holders of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Warrants.

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an the “Initial Registration Statement”). Each The Initial Registration Statement shall be on Form S-3 S-1 (except or such other form available to register for resale the Registrable Securities as provided in Section 2(d) belowa secondary offering) subject to the provisions of Section 2(d2(e) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the a “Plan of Distribution” section approved substantially in the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Majority InvestorsCommission). Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 22 , in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and use its reasonable best efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 S-1 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 best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. 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 commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).D.29 and

Registration. (a) On or prior Prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all fifth anniversary of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales closing of the Registrable SecuritiesIPO, by such other means of distribution any Holder(s) of Registrable Securities as (collectively, the Holders may reasonably specify (each, an “Initial Registration StatementInitiating Holder”). Each Initial ) shall have the right to request that ASV file a Registration Statement shall be with the SEC on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the appropriate registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that form for all or part of the Registrable Securities required held by such Holder, by delivering a written request thereof to be included in an Initial Registration Statement cannot, as a result ASV specifying the number of the application shares of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees Registrable Securities such Holder wishes to promptly (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement register (a “New Registration StatementDemand Registration”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New a Demand Registration Statement, may only be requested if the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration sale of all Table of Contents the Registrable Securities in accordance with 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 requested to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that by the Company used commercially reasonable best efforts Initiating Holders is reasonably expected to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed result in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) aggregate gross cash proceeds of at least $10,000,000 (without regard to any underwriting discount or commission) or (ii) abovea sale of two percent (2%) or more of the outstanding shares of Common Stock; and provided, further, that ASV shall not be obligated to effect registration with respect to Registrable Securities pursuant to this Section 2.01 in violation of the Company will file underwriting agreement entered into in connection with the CommissionIPO or within 180 days of the completion of the IPO. ASV shall (i) within five days of the receipt of a Demand Registration, give written notice of such Demand Registration to all Holders of Registrable Securities, (ii) use its reasonable best efforts to prepare and file the Registration Statement as promptly expeditiously as allowed possible but in any event within 45 days of such request, subject to extension by Commission or SEC Guidance provided the Holder(s) upon ASV’s reasonable request, including the justification thereof, and (iii) use its reasonable best efforts to cause the Company or Registration Statement to registrants become effective in respect of securities each Demand Registration in general, one or more registration statements on Form S-3 or accordance with the intended method of distribution set forth in the written request delivered by the Holder. ASV shall include in such other form available to register for resale those Registration all Registrable Securities with respect to which ASV receives, within the 10 days immediately following the receipt by the Holder(s) of such notice from ASV, a request for inclusion in the registration from the Holder(s) thereof. Each such request from a Holder of Registrable Securities for inclusion in the Registration shall also specify the aggregate amount of Registrable Securities proposed to be registered. The Initiating Holder may request that were not registered for resale the Registration Statement be on the Initial any appropriate form. For purposes of clarification, ASV can satisfy its obligation under this Section 2.01(a) to file a Registration Statement by filing a Shelf Registration Statement, as amendedand can satisfy its obligation to complete a Demand Registration by filing, or the New if applicable, a Prospectus under an effective Registration Statement that covers (i) the “Remainder Registration Statements”)Registrable Securities requested by the Holders to be registered in accordance with this Section 2.01(a) and (ii) the plan of distribution requested by the participating Holders.

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered owned by an existing and effective Registration Statement the Investor for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders Investor may reasonably specify (each, an the “Initial Registration Statement”). Each The Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) S-1 and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section, which section approved by shall be subject to the Majority Investorsreview and consent of the Investor. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders Investor thereof and use its best efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 S-1 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 best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. 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 commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or S-1or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Registration. (a) On or prior Subject to the Filing Deadlineterms and conditions of this Agreement, after the expiration of the Waiting Period, the holders of at least a majority of the Registrable Securities may require that the Company shall prepare and file with register an offering under the Commission a “shelf” Registration Statement covering the resale Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”), and the holders of at least a majority of the then outstanding Registrable Securities may require that the Company register an offering under the Securities Act of all or any portion of their Registrable Securities issuable upon exercise on Form S-3 or any similar short-form registration (“Short-Form Registrations”) if available; provided that for any registration pursuant to this Section 2(a), the aggregate market value of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering the Registrable Securities to be registered must be at least $100 million as of the date of the request for such registration (or at least $50 million as of the date of such request in the event that the Registrable Securities to be registered constitute all Registrable Securities as of the date of such request). All registrations pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” Any Long-Form Registration shall be, and upon the request of the holders of a majority of the Registrable Securities making a Demand Registration, any Short-Form Registration shall be, made on a continuous basis pursuant to Rule 415 orunder the Securities Act (a “Shelf Registration”), and if the Company is a WKSI at the time any request for a Demand Registration is submitted to the Company, such Shelf Registration shall be an automatic shelf registration statement (as defined in Rule 415 is not available for offers and sales of 405 under the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify Act) (each, an “Initial Automatic Shelf Registration Statement”). Each Initial Prior to the filing of the registration statement relating to the Demand Registration, the Company shall give written notice of the Demand Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) to all other holders of Registrable Securities and, subject to the provisions terms of Section 2(d2(e), shall include in such Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) and shall contain (except if otherwise required pursuant all Registrable Securities with respect to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs which the Company that all has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that, with the consent of the holders of at least a majority of the Registrable Securities required requesting such registration, the Company may provide notice of the Demand Registration to be included all other holders of Registrable Securities within three Business Days following the non-confidential filing of the registration statement with respect to the Demand Registration so long as such registration statement is not an Automatic Shelf Registration Statement. Each Holder agrees that such Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in an Initial such notice of Demand Registration Statement cannotwithout the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each Holder in breach of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision terms 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 commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Registration. (a) On or prior to If at any time after the Filing Deadlinesix (6) month anniversary of the date of this Agreement the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders Company may reasonably specify determine (each, an the “Initial Registration Statement”). Each The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as provided specified in Section 2(d) below) subject this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the provisions Company for its own account or a secondary offering of Section 2(d) equity securities owned by the Company’s directors and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of officers, in any such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to the Company 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 best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. 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 commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Registration. (a) On or prior to before 45 days after the Filing DeadlineClosing Date, the Company shall agrees to use all commercially reasonable best efforts to prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of that are not then outstanding Warrants not already covered by registered on an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an the “Initial Registration Statement”). Each The Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) S-1 and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsection subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) to withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 S-1 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 best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. 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 commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)) unless such registerable securities are eligible for sale by the Holder, without restriction, pursuant to Rule 144, in which event the Company will not be obligated to file any remainder Registration Statement.

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an the “Initial Registration Statement”). Each The Initial 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 provided in Section 2(d) belowa secondary offering) subject to the provisions of Section 2(d2(e) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Majority InvestorsCommission). Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this AgreementAgreement and subject to the payment of liquidated damages in Section 2(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 commercially reasonable best diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise), second by Registrable Securities represented by holders of Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders) and third by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement Statement, as amended (the “Remainder Registration Statements”).

Registration. (a) On or prior to the each Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as provided if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, in Section 2(d) belowwhich case such registration shall be on Form S-1) subject to the provisions of Section 2(d2(e) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by a majority of the Majority InvestorsHolders. Notwithstanding the registration obligations set forth in this subsection (a) and subsection subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will (A) if applicable, first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise), and (B) second by Registrable Securities represented by holders of Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders). In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Registration. (a) On or prior to the Filing Deadline, the a. The Company shall prepare and prepare, and, use reasonable efforts to file within one month from the date of Closing (as defined in the Securities Purchase Agreement) (the "Filing Date") with the Commission SEC a “shelf” Registration Statement covering the resale on Form SB-2 or such form of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering as is then available to be made on effect a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales registration of the Registrable Securities, by such other means covering the resale of distribution of the Registrable Securities as underlying the Holders may reasonably specify (eachDebentures and Warrants issued or issuable pursuant to the Securities Purchase Agreement, an “Initial which Registration Statement”, to the extent allowable under the 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers, to the extent permissible, such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of or otherwise pursuant to the Convertible Debentures and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. Each Initial The number of shares of Common Stock initially included in such Registration Statement shall be no less than 6,700,000 shares, without regard to any limitation on Form S-3 (except as provided Buyer's ability to convert the Convertible Debentures or exercise the Warrants. The Company acknowledges that the number of shares initially included in Section 2(d) below) subject to the provisions Registration Statement shall represent a good faith estimate of Section 2(d) the maximum number of shares issuable upon conversion of Convertible Debentures and shall contain (except if otherwise required pursuant to written comments received from upon exercise of the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) Warrants of this Section 2, type issued at this time to investors. In the event that the Securities and Exchange Commission restricts or prohibits the inclusion of any part of the common stock included in the event Registration Statement on the Commission informs basis that such securities are not deemed owned or paid for or any similar reason, the Company that all shall register the maximum number of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by that the Commission and/or (ii) withdraw will permit, and such Initial Registration Statement and file occurrence shall not be deemed a new registration statement (a “New Registration Statement”), in either case covering the maximum number breach of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if the Securities Purchase Agreement of which this Agreement is a part, or any SEC Guidance sets forth other agreement that is a limitation part 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 commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Purchase Agreement.

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an the “Initial Registration Statement”). Each The Initial Registration Statement shall be on Form S-3 S-1 (except or such other form available to register for resale the Registrable Securities as provided in Section 2(d) below) subject to the provisions of Section 2(da secondary offering) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the a “Plan of Distribution” section approved substantially in the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Majority InvestorsCommission). Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and use its reasonable best efforts to file amendments to the applicable Initial Registration Statement as required by the Commission Commission, and/or (ii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 S-1 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 best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with 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 accordance with Section 2(c), if any SEC Guidance sets forth a limitation of on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, any such limitation imposed pursuant to this Section 2(a) shall be allocated among the Registrable Securities of the Holders on a pro rata basis, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by the Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). No Holder shall be named as an “underwriter” in any Registration Statement without such Holder’s prior written consent.

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an the “Initial Registration Statement”). Each The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale of the Registrable Securities as provided in Section 2(d) belowa secondary offering) subject to the provisions of Section 2(d2(e) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders holders thereof and use its commercially reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. 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 commercially reasonable best diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Restructuring Agreement (whether pursuant to registration rights or otherwise) and second by Registrable Securities and Other Registrable Securities on a pro rata basis based on the total sum of the Conversion Shares (as defined in the Series A Registration Rights Agreement), the Conversion Shares (as defined in the Series B Registration Rights Agreement) and the number of unregistered Shares shares of Registrable Common Stock held by such Holders, subject to any written determination by the Commission that certain Holders must be reduced first. In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered owned by an existing and effective Registration Statement the Investors for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders Investors may reasonably specify (each, an the “Initial Registration Statement”). Each The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of 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 provided in a secondary offering pursuant to Section 2(d) below2(f)) subject to the provisions of Section 2(d2(e) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section, which section approved by shall be subject to the Majority review and consent of the Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders Investor thereof and use its best efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. 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 commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Registration. The Company shall cause the Aircraft to remain duly registered, under the laws of the United States, in the name of the Company except as otherwise required by the Transportation Code; provided that the Loan Trustee shall, at the Company’s expense, execute and deliver all such documents as the Company may reasonably request for the purpose of continuing such registration. Notwithstanding the preceding sentence, the Company, at its own expense, may cause or allow the Aircraft to be duly registered under the laws of any foreign jurisdiction in which a Permitted Lessee could be principally based, in the name of the Company or of any nominee of the Company, or, if required by applicable law, in the name of any other Person (aand, following any such foreign registration, may cause the Aircraft to be re-registered under the laws of the United States); provided that in the case of jurisdictions other than those approved by the Loan Trustee with the consent of a Majority in Interest of Noteholders (i) On or prior if such jurisdiction is at the time of registration listed on Exhibit B, the Loan Trustee shall have received at the time of such registration an opinion of counsel to the Filing DeadlineCompany to the effect that (A) this Indenture and the Loan Trustee’s right to repossession thereunder is valid and enforceable under the laws of such country, (B) after giving effect to such change in registration, the Lien of this Indenture shall continue as a valid Lien and shall be duly perfected in the new jurisdiction of registration and that all filing, recording or other action necessary to perfect and protect the Lien of this Indenture has been accomplished (or if such opinion cannot be given at such time, (x) the opinion shall detail what filing, recording or other action is necessary and (y) the Loan Trustee shall have received a certificate from a Responsible Officer of the Company that all possible preparations to accomplish such filing, recording and other action shall have been done, and such filing, recording and other action shall be accomplished and a supplemental opinion to that effect shall be promptly delivered to the Loan Trustee subsequent to the effective date of such change in registration), (C) the obligations of the Company under this Indenture shall remain valid, binding and (subject to customary bankruptcy and equitable remedies exceptions and to other exceptions customary in foreign opinions generally) enforceable under the laws of such jurisdiction (or the laws of the jurisdiction to which the laws of such jurisdiction would refer as the applicable governing law) and (D) all approvals or consents of any government in such jurisdiction having jurisdiction required for such change in registration shall have been duly obtained and shall be in full force and effect, and (ii) if such jurisdiction is at the time of registration not listed on Exhibit B, the Loan Trustee shall have received (in addition to the opinions set forth in Indenture and Security Agreement (American Airlines 2013-1 Aircraft EETC) [Reg. No.] clause (i) above) at the time of such registration an opinion of counsel to the Company to the effect that (A) the terms of this Indenture are legal, valid, binding and enforceable in such jurisdiction (subject to exceptions customary in such jurisdiction, provided that, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally, and to general principles of equity, any applicable laws limiting the remedies provided in Section 4.02 do not in the opinion of such counsel make the remedies provided in Section 4.02 inadequate for the practical realization of the rights and benefits provided thereby), (B) that it is not necessary for the Loan Trustee to register or qualify to do business in such jurisdiction, (C) that there is no tort liability of the lender of an aircraft not in possession thereof under the laws of such jurisdiction other than tort liability that might have been imposed on such lender under the laws of the United States or any state thereof (it being understood that such opinion shall be waived if insurance reasonably satisfactory to the Loan Trustee is provided, at the Company’s expense, to cover such risk) and (D) (unless the Company shall prepare and file have agreed to provide insurance covering the risk of requisition of use or title of the Aircraft by the government of such jurisdiction so long as the Aircraft is registered under the laws of such jurisdiction) that the laws of such jurisdiction require fair compensation by the government of such jurisdiction payable in currency freely convertible into Dollars for the loss of use or title of the Aircraft in the event of requisition by such government of such use or title. The Loan Trustee will cooperate with the Commission a “shelf” Registration Statement covering Company in effecting such foreign registration. Notwithstanding the resale foregoing, prior to any such change in the country of all registry of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 orAircraft, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement following conditions shall be on Form S-3 met (except or waived as provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b6.01(b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Participation 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 commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).):

Registration. (a) On or prior to before the Filing Deadline60-day anniversary of the Closing, the Company shall use its reasonable best efforts to prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be registration statement on Form S-3 (except as provided in or any successor thereto, signed, pursuant to Section 2(d6(a) below) of the Securities Act, by the officers and directors of the Company, with respect to the Registrable Stock. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale, the shares of Registrable Stock. If the Company shall fail to register the shares of Registrable Stock, the Company shall deliver the unregistered shares of Registrable Stock to the Purchaser and such shares may be sold pursuant to and subject to the provisions requirements of Section 2(d) and Rule 144 under the Securities Act. The Company's delivery of the unregistered shares shall contain (except if otherwise required be the Purchaser's sole remedy for any failure by the Company to register shares pursuant to written comments received from this Section 3. In connection with this Section 3, the Commission upon a review Company shall: cause such registration statement to become effective on or before the three-month anniversary of such Registration Statementthe Closing and to remain effective through and including the earlier of (i) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that time when all of the Registrable Securities required Stock has been sold pursuant to be included in an Initial Registration Statement cannot, as a result such registration statement or (ii) the time when all of the application Holders of the Registrable Stock can sell all of the Registrable Stock pursuant to Rule 415144(k) (or any similar provision then in force, be registered for resale as a secondary offering on a single but not Rule 144A) under the Securities Act without registration under the Securities Act. prepare and file with the Commission such amendments and supplements to such registration statement, the Company agrees signed, pursuant to promptly (iSection 6(a) inform each of the Holders thereof Securities Act, by the officers and file amendments directors of the Company, and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the applicable Initial Registration Statement disposition of all Registrable Stock covered by such registration statement; furnish to the Holders such numbers of copies of the registration statement and the prospectus included therein (including each preliminary prospectus and any amendments or supplements thereto) in conformity with the requirements of the Securities Act and such other documents and information as they may reasonably request; use its reasonable best efforts to register or qualify the Registrable Stock covered by such registration statement under such other securities or blue sky laws of such jurisdictions within the United States and Puerto Rico as required by law for the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering distribution of the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered Stock covered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offeringregistration statement; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction wherein it would not but for the requirements of this paragraph (d) be obligated to do so; and provided, further, that the Company shall not be required to qualify such Registrable Stock in any jurisdiction in which the securities regulatory authority requires that any Holder submit any shares of its Registrable Stock to the terms, provisions and restrictions of any escrow, lockup or similar agreement(s) for consent to sell Registrable Stock in such jurisdiction unless such Holder agrees to do so; promptly notify each Holder for whom such Registrable Stock is covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of any such Holder promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to Holders of such securities, such prospectus shall not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made; enter into customary agreements and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Stock to be so included in the registration statement; otherwise use its commercially reasonable best efforts to advocate comply with the Commission for the registration of all applicable rules and regulations of the Registrable Securities in accordance with 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially Commission; use its reasonable best efforts to advocate list the Registrable Stock covered by such registration statement with any securities exchange on which Holder Common Stock is then listed; and after the effectiveness of the registration statement, cooperate with the Commission for Holders to facilitate the registration timely preparation and delivery of all or a greater number of certificates representing the Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities Stock to be registered on such Registration Statement will sold, which certificates shall not bear any restrictive legends other than restrictive legends still required to be reduced on a pro rata basis based on imposed by the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, Warrant or the New Registration Statement (the “Remainder Registration Statements”)Note Purchase Agreement.

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an the “Initial Registration Statement”). Each The Initial Registration Statement shall be on Form S-3 (except or, if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, such other form available to register for resale the Registrable Securities as provided in Section 2(d) belowa secondary offering) subject to the provisions of Section 2(d2(e) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the a “Plan of Distribution” section approved substantially in the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Majority InvestorsCommission). Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and use its best efforts to file amendments to the applicable Initial Registration Statement as required by the Commission Commission, and/or (ii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or or, if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, 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 best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with SEC Guidance, including including, without limitation, the Manual of Publicly Available Telephone Interpretations D.29D.29 and any applicable Compliance and Disclosure Interpretations. Notwithstanding any other provision of this Agreement, and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by the Series A Warrant Shares (applied, in the case that some Series A Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Series A Warrant Shares held by such Holders), and second by the Series B Warrant Shares (applied, in the case that some Series B Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Series B Warrant Shares held by such Holders) and third by the Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders), subject to a determination by the Commission that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or or, if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). No Holder shall be named as an “underwriter” in any Registration Statement without such Holder’s prior written consent.

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of (the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each The Initial 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 provided in Section 2(d) belowa secondary offering) subject to the provisions of Section 2(d2(c) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved substantially in the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Majority InvestorsCommission). Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or or, if the Company is ineligible to register the Registrable Securities on Form S-3, 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 best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Securities Act Rules Compliance and Disclosure Interpretations D.29Question 612.09. Notwithstanding any other provision of this Agreement, if the Commission or 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 commercially reasonable best diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not subject to this Agreement (whether pursuant to registration rights or otherwise), and second by Registrable Securities represented by Shares applied to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders. In the event of a cutback hereunder, the Company shall give the Holder at least one Trading Day prior notice along with the calculations as to such Holder’s allotment. In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) abovein accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). No Holder shall be named as an “underwriter” in any Registration Statement without such Xxxxxx’s prior written consent.

Registration. (a) On or prior Upon the occurrence of a Triggering Event, DHT shall, at the request of Cerner included in the Exercise Notice furnished within the time period required under Section 2(d) of this Agreement, as promptly as practicable prepare, file and keep current a shelf registration statement under the Securities Act covering all Option Shares issued and issuable pursuant to the Filing Deadline, Option and shall use its commercially reasonable efforts to cause such registration statement to become effective and remain current in order to permit the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale sale or other disposition of all of the then outstanding Registrable Securities or Registrable Securities issuable any Option Shares issued upon exercise of then outstanding Warrants not already covered the Option in accordance with any plan of disposition requested by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offeringCerner; provided, however, that prior DHT may postpone the filing of a registration statement relating to a registration request by Cerner under this Section 8 for a period of time (not in excess of 30 days) if in its judgment such filing such amendment or New Registration Statement, would require the Company shall be obligated to disclosure of material information that DHT has a bona fide business purpose for preserving as confidential. DHT will use its commercially reasonable best efforts to advocate cause such registration statement first to become effective and then to remain effective for 180 days from the day such registration statement first becomes effective or until such earlier date as all shares registered shall have been sold by the Holder. In connection with any such registration, DHT and Cerner shall provide each other with representations, warranties, indemnities, contribution and other agreements customarily given in connection with such registrations. If requested by Cerner in connection with such registration, DHT shall become a party to any underwriting agreement relating to the Commission for sale of such shares, but only to the registration extent of all obligating DHT in respect of the Registrable Securities representations, warranties, indemnities, contribution and other agreements customarily made by DHTs in accordance such underwriting agreements. In any such registration, DHT and Cerner shall agree to indemnify each other on customary terms with SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding respect to 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 commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held information provided by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file party in connection with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)registration.

Registration. If the Company at any time proposes after the date hereof to effect a Registration (aas defined below) On of shares of Common Stock, it will give prompt written notice on or prior to the Filing Deadlinedate thirty (30) days before the initial filing with the Securities and Exchange Commission (a "Notice of Registration") to the Trust of the Company's intention to do so and of the Trust's rights under this Section 9. Upon the written request of the Trust made within twenty (20) calendar days after receipt of a Notice of Registration (which request shall specify the number of shares of Common Stock (the "Requested Trust Shares") the Trust agrees to sell in such Registration), the Company shall prepare and file with Xxxxxxx-Xxxxx will use their reasonable best efforts to include in the Commission a “shelf” registration statement relating to such Registration Statement covering (the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial "Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d") below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investorsall Requested Trust Shares. Notwithstanding the registration obligations set forth in this subsection (a) foregoing, if, at any time after giving a Notice of Registration and subsection (b) of this Section 2, in prior to the event the Commission informs the Company that all effective date of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall determine for any reason not to register or to delay registration of such shares of Common Stock, the Company may, at its election, give written notice of such determination to the Trust and, thereupon, (i) in the case of a determination not to register, shall be obligated relieved of its obligation to use its commercially reasonable best efforts register any Requested Trust Shares, and (ii) in the case of a determination to advocate with delay such registration, shall be permitted to delay registering any or all Requested Trust Shares for the Commission for same period as the delay in the registration of all of the Registrable Securities in accordance with 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)shares of Common Stock.

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders Company may reasonably specify determine (each, an the “Initial Registration Statement”). Each The Initial Registration Statement shall be on Form S-3 (except S-1 or such other form available to the Company to register for resale the Registrable Securities as provided in Section 2(d) below) a secondary offering, subject to the provisions of Section 2(d) 2(e), and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved substantially in the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Majority InvestorsCommission). Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders Purchaser thereof and use its commercially reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to the Company 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 best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29Securities Act Rules Compliance and Disclosure Interpretation 612.09. 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 commercially reasonable best diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holdersto comply therewith. In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the each, a “Remainder Registration StatementsStatement”).

Registration. (a) On The Company shall advise the Warrant Holder or its permitted transferee, whether the Warrant Holder holds the Warrant or has exercised the Warrant and holds the securities underlying the Units, by written notice at least four weeks prior to the Filing Deadlinefiling of any registration statement thereto under the Act, or the filing of a notification on Form 1-A under the Act, for a public offering of securities, except an initial public offering, covering any securities of the Company, for its own account or for the account of others, except for any registration statement filed on Form S-4 or S-8 (or other comparable form), and will, during the Warrant Term, upon the request of the Warrant Holder, include in any such new registration statement (or notification as the case may be) such information as may be required to permit a public offering of all or any of the Warrants or the Common Stock issuable upon the exercise of such Warrants (the "Registrable Securities"). Specifically, the Registrable Securities will be included in any initial public offering subject to resale restrictions imposed by applicable lock-up agreements which the Registrable Securities will be subject to as referenced in Section 7 herein. For so long as the Warrants remain outstanding and as long as required by the Act (so long as the Warrant Holder's ability to exercise any Warrant is not adversely affected), the Company shall prepare and will file with the Commission a “shelf” Registration Statement covering the resale of all of post-effective amendments to any such registration 5 statement setting forth or otherwise incorporating certain information contained in the then outstanding most recent quarterly report on Form 10-QSB or annual report on Form 10-KSB filed by the Company (each such post-effective amendment, a "Quarterly Amendment"). The parties hereby agree that if at any time during the Warrant Term the Company receives written notice from the Warrant Holder at least two weeks prior to the filing of any such Quarterly Amendment indicating such Warrant Holder's intention to offer Registrable Securities or in such Quarterly Amendment, the Company will include in such Quarterly Amendment such information as may be required to permit a public offering of such Registrable Securities issuable upon exercise Securities. The delivery by the Warrant Holder of then outstanding Warrants any such notice shall not already covered by an existing and effective Registration Statement for an offering to be constitute a demand made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers Section 5(b). The Company shall supply prospectuses and sales such other documents as the Warrant Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject use its best efforts to the provisions of Section 2(d) register and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all qualify any of the Registrable Securities required to be included for sale in an Initial Registration Statement 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 such states (i) inform each of the Holders thereof as such Warrant Holder designates and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file with respect to which the Company obtained a new registration statement (a “New Registration Statement”), qualification in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary connection with its initial public offering; provided, however, that prior and do any and all other acts and things which may be necessary or desirable to filing enable such amendment Warrant Holder to consummate the public sale or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all other disposition of the Registrable Securities in accordance with SEC GuidanceSecurities, including without limitationall at no expense to the Warrant Holder (other than sales commissions, the Manual underwriting discounts or commissions, or other expenses 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securitiessuch sale), unless otherwise directed and furnish indemnification in writing by a the manner provided in Section 6 hereof. The Warrant Holder shall furnish information and indemnification as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities set forth in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Section 6.

Registration. (a) On or prior to If at any time during the Filing DeadlineWarrant Exercise Term, the Company shall determine to prepare and file with the Commission a registration statement under the Securities Act of 1933, as amended (the “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for Act”) relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than a registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be made on a continuous basis pursuant issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the Company shall send to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) each holder of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement Warrant (a “New Registration StatementHolder”)) a written notice of such determination and, if within fifteen (15) days after the date of such notice, any such Holder shall so request in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statementwriting, the Company shall include in such registration statement all or any part of such Warrant Shares which such Holder requests to be obligated registered, subject to use customary underwriter cutbacks applicable to all holders of registration rights, provided that if at any time after giving written notice of its commercially reasonable best efforts intention to advocate with register any securities and prior to the Commission for effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of all such securities, the Company may, at its election, give written notice of such determination to such Holder and, thereupon, (A) in the Registrable Securities case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay expenses in accordance with SEC GuidanceSection 4.5 hereof), including without limitationand (B) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 4(a) for the Manual of Publicly Available Telephone Interpretations D.29same period as the delay in registering such other securities. 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 commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) aboveforegoing, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available shall not be required to register any Warrant Shares pursuant to this Section 4(a) that are eligible for resale those Registrable pursuant to Rule 144(b) promulgated under the Securities Act or that were are the subject of a then effective registration statement. For the purpose of the foregoing, inclusion of the Warrant Shares by the Holder in a registration statement under a condition that the offer and/or sale of such Warrant Shares not registered for resale on commence until a date not to exceed 90 days from the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)effective date of such registration statement shall be deemed to be in compliance with this sub-paragraph.

Registration. (a) On or prior to the Filing Deadline, the The Company shall prepare and will file with the Securities and Exchange Commission (the “Commission”) a “shelf” Registration Statement covering registration statement on Form S-3 registering the resale of the shares of Common Stock issued to the Investors pursuant to the Stock Purchase Agreement (the “Registrable Stock”) under the Securities Act of 1933, as amended (the “Securities Act”) on the date hereof, and shall thereafter take all reasonable necessary steps to qualify such resale under such state laws as the holders of Registrable Stock may reasonably request. The costs and expenses directly related to such registration pursuant to this section, including, but not limited to, legal fees of the then outstanding Registrable Securities Company’s counsel, audit fees, printing expense, filing fees and fees and expenses relating to qualifications under state securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement blue sky laws shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved borne entirely by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offeringCompany; provided, however, that prior the persons for whose account the securities covered by such registration are sold shall bear the brokerage fees and commissions and discounts applicable to filing such amendment their shares and the fees and expenses of their own legal counsel, including the Investor’s Counsel (as defined in Section 1.2(c) below), and other advisors; provided, however, that the Company will reimburse the Investors for the reasonable legal fees and expenses of Investor’s Counsel (not to exceed $10,000), that are incurred in connection with the transactions contemplated by this Agreement. The Company shall use its best efforts to keep effective and maintain any registration, qualification, notification or New Registration Statementapproval specified in this section for the Effectiveness Period and, from time to time shall amend or supplement the prospectus used in connection therewith to the extent necessary in order to comply with applicable law. Notwithstanding anything to the contrary herein, the Company shall not be obligated required to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the include any Registrable Securities Stock in accordance with 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 be registered on a particular Registration Statement as a secondary underwritten public offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants register the resale of securities the shares 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 an underwritten offering by the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Investors.

Registration. (a) On or prior to the each Filing DeadlineDate, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of that are not then outstanding Warrants not already covered by registered on an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”)415. Each Initial Registration Statement filed hereunder shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain S-1 (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available is then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on Form S-3 and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto as a secondary offering; provided, however, that prior Annex A. The Company shall respond to filing any comments from the staff of the Commission within 15 days of the receipt of such amendment or New comments. In the event the amount of Registrable Securities which may be included in the Registration StatementStatement is limited due to SEC Guidance (provided that, the Company shall be obligated to use its commercially reasonable best diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual Section 612.09 of Publicly Available Telephone Interpretations D.29the Compliance and Disclosure Interpretations) the Company shall use its best efforts to register such maximum portion of the Registrable Securities as permitted by SEC Guidance. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume or manner-of-sale restrictions pursuant to Rule 144, without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, or not required to be registered in reliance upon the exemption in Section 4(a)(1) under the Securities Act, in either case as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall as soon as commercially reasonable notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement within one Trading Day after the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall file a final Prospectus with the Commission as required by Rule 424. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best diligent efforts to advocate with the Commission for the registration of all or a greater number portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and second by Registrable Securities represented by the Common Stock purchased by the Purchasers pursuant to the Purchase Agreement. In the event the Company amends an Initial Registration Statement or files of a New Registration Statement, as the case may be, under clauses (i) or (ii) abovecutback hereunder, the Company will file shall give the Holder at least five (5) Trading Days prior written notice along with the Commission, calculations as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Holder’s allotment.

Registration. (a) On or prior to As soon as reasonably practicable, but in no event later than ten days after the availability of the audited financial statements of VULCANOS S.R.L. required by applicable provisions of the Securities Act (the “Filing DeadlineDate”), the Company shall prepare and file with the Commission a “shelf” Registration Statement registration statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement with the SEC for an offering to be made on a continuous basis pursuant to SEC Rule 415 or415, or if SEC Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders Investors of the Registrable Securities may reasonably specify (each, an the “Initial Registration Statement”). Each The Initial Registration Statement shall be on Form S-3 (except as provided if the Company is ineligible to register for resale the Registrable Securities on Form S-3, in Section 2(d) below) subject to the provisions of Section 2(dwhich case such registration shall be such other appropriate form) and the Company shall contain (except if otherwise required pursuant use its reasonable efforts to written comments received from cause the Commission upon a review of such Initial Registration Statement) the “Plan of Distribution” section approved by the Majority InvestorsStatement to be declared effective as soon as practicable. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in In the event the Commission SEC informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement cannot, as a result of the application of SEC Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and Investors thereof, (ii) use its reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission SEC and/or (iiiii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the CommissionSEC, on Form S-3 or or, if the Company is ineligible to register for resale the Registrable Securities on Form S-3, 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 best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (iii) or (iiiii) above, the Company will use its reasonable efforts to file with the CommissionSEC, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in generalSEC, one or more registration statements on Form S-3 or or, if the Company is ineligible to register for resale the Registrable Securities on Form S-3, such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement Statement. Notwithstanding any other provision of this Agreement, if the SEC limits the number of Registrable Securities permitted to be registered on a particular registration statement, any required cutback of Registrable Securities shall be applied to the Investors pro rata in accordance with the number of such Registrable Securities sought to be included in such registration statement (and in the “Remainder Registration Statements”case of a subsequent transfer, the initial Investor’s transferee) relative to the aggregate amount of all Registrable Securities. If a prospectus supplement will be used in connection with the marketing of an underwritten offering from a registration statement filed pursuant to this Section 2.1(a), the Company shall afford the managing underwriter the opportunity to comment and request inclusion of information that the managing underwriter reasonably determines is of material importance to the success of such underwritten offering, and the Company shall use its commercially reasonable efforts to include such information in the prospectus.

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered owned by an existing and effective Registration Statement the Investor for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders Investor may reasonably specify (each, an the “Initial Registration Statement”). Each The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of 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 provided in a secondary offering pursuant to Section 2(d) below2(f)) subject to the provisions of Section 2(d2(e) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section, which section approved by shall be subject to the Majority Investorsreview and consent of the Investor. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders Investor thereof and use its best efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. 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 commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Registration. (ai) On If the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holder) any of its securities under the Securities Act (a “Company Registration”) in connection with the public offering of such securities solely for cash or prior the resale of securities held by stockholders of the Company other than the Holder on Form S-3 (or, if Form S-3 is not available to be used by the Company at such time, on Form S-1 or another appropriate form permitting registration of such Shares for resale) (the “Registration Statement”) (other than a registration statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Filing DeadlineCompany’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan, (v) in connection with any merger or (vi) any other similar transactions), and the Holder at that time holds Registrable Shares, the Company shall, at such time, promptly give the Holder notice of such Company Registration. Upon the request of the Holder given within five (5) days after such notice is given by the Company, the Company shall, subject to the provisions of this Section 14, cause to be registered all of the Registrable Shares that the Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw the Registration Statement before the effective date of such registration, whether or not the Holder has elected to include any of the Registrable Shares in such registration. The Company shall prepare and file with the Commission a “shelf” SEC such amendments (including post-effective amendments) and supplements to any Company Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective any prospectus used in connection with such Company Registration, as may be necessary to keep such Company Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 oreffective, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the permitted delays described in Section 14(a)(v) hereof and, during such period, comply with the provisions of Section 2(d) and shall contain (except if otherwise required pursuant the Securities Act with respect to written comments received from the Commission upon a review disposition of such Registration Statement) all Registrable Shares of the “Plan of Distribution” section approved Company covered by the Majority InvestorsCompany Registration until such time as there are no remaining Registrable Shares. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs Should the Company that all of file a post-effective amendment to the Registrable Securities required to be included in an Initial Registration Statement cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statementCompany Registration, the Company agrees to promptly (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to will use its commercially reasonable best efforts to advocate with have such filing declared effective by the Commission SEC within thirty (30) consecutive business days following the date of filing, which such period shall be extended for the registration of all of the Registrable Securities in accordance with SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, an additional thirty (30) business days 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 commercially reasonable best efforts to advocate with receives a comment letter from the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed SEC in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)connection therewith.

Registration. The Company shall cause the Aircraft to remain duly registered, under the laws of the United States, in the name of the Company except as otherwise required by the Transportation Code; provided that the Loan Trustee shall, at the Company’s expense, execute and deliver all such documents as the Company may reasonably request for the purpose of continuing such registration. Notwithstanding the preceding sentence, the Company, at its own expense, may cause or allow the Aircraft to be duly registered under the laws of any foreign jurisdiction in which a Permitted Lessee could be principally based, in the name of the Company or of any nominee of the Company, or, if required by applicable law, in the name of any other Person (aand, following any such foreign registration, may cause the Aircraft to be re-registered under the laws of the United States); provided that in the case of jurisdictions other than those approved by the Loan Trustee with the consent of a Majority in Interest of Noteholders (i) On or prior if such jurisdiction is at the time of registration listed on Exhibit B, the Loan Trustee shall have received at the time of such registration an opinion of counsel to the Filing DeadlineCompany to the effect that (A) this Indenture and the Loan Trustee’s right to repossession thereunder is valid and enforceable under the laws of such country, (B) after giving effect to such change in registration, the Lien of this Indenture shall continue as a valid Lien and shall be duly perfected in the new jurisdiction of registration and that all filing, recording or other action necessary to perfect and protect the Lien of this Indenture has been accomplished (or if such opinion cannot be given at such time, (x) the opinion shall detail what filing, recording or other action is necessary and (y) the Loan Trustee shall have received a certificate from a Responsible Officer of the Company that all possible preparations to accomplish such filing, recording and other action shall have been done, and such filing, recording and other action shall be accomplished and a supplemental opinion to that effect shall be promptly delivered to the Loan Trustee subsequent to the effective date of such change in registration), (C) the obligations of the Company under this Indenture shall remain valid, binding and (subject to customary bankruptcy and equitable remedies exceptions and to other exceptions customary in foreign opinions generally) enforceable under the laws of such jurisdiction (or the laws of the jurisdiction to which the laws of such jurisdiction would refer as the applicable governing law) and Indenture and Security Agreement (American Airlines 2016-3 Aircraft EETC) [Reg. No.] (D) all approvals or consents of any government in such jurisdiction having jurisdiction required for such change in registration shall have been duly obtained and shall be in full force and effect, and (ii) if such jurisdiction is at the time of registration not listed on Exhibit B, the Loan Trustee shall have received (in addition to the opinions set forth in clause (i) above) at the time of such registration an opinion of counsel to the Company to the effect that (A) the terms of this Indenture are legal, valid, binding and enforceable in such jurisdiction (subject to exceptions customary in such jurisdiction, provided that, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally, and to general principles of equity, any applicable laws limiting the remedies provided in Section 4.02 do not in the opinion of such counsel make the remedies provided in Section 4.02 inadequate for the practical realization of the rights and benefits provided thereby), (B) that it is not necessary for the Loan Trustee to register or qualify to do business in such jurisdiction, (C) that there is no tort liability of the lender of an aircraft not in possession thereof under the laws of such jurisdiction other than tort liability that might have been imposed on such lender under the laws of the United States or any state thereof (it being understood that such opinion shall be waived if insurance reasonably satisfactory to the Loan Trustee is provided, at the Company’s expense, to cover such risk) and (D) (unless the Company shall prepare and file have agreed to provide insurance covering the risk of requisition of use or title of the Aircraft by the government of such jurisdiction so long as the Aircraft is registered under the laws of such jurisdiction) that the laws of such jurisdiction require fair compensation by the government of such jurisdiction payable in currency freely convertible into Dollars for the loss of use or title of the Aircraft in the event of requisition by such government of such use or title. The Loan Trustee will cooperate with the Commission a “shelf” Registration Statement covering Company in effecting such foreign registration. Notwithstanding the resale foregoing, prior to any such change in the country of all registry of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 orAircraft, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement following conditions shall be on Form S-3 met (except or waived as provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b6.01(b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Participation 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 commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).):

Registration. (a) On or prior to before the 90th day after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities on Form F-3 or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 Form F-10 (or, if Rule 415 Form F-3 or Form F-10 is not then available to the Company, on such form of registration statement as is then available to effect a registration for offers and sales resale of the Registrable Securities, by such other means of distribution of Registrable Securities as ) (the Holders may reasonably specify (each, an “Initial Registration Statement”). Each , that would permit the resale of the Registrable Securities, it being understood that if such Initial Registration Statement shall be on Form S-3 is a Shelf Registration Statement, the Prospectus contained therein need not name the Holders nor otherwise identify the Registrable Securities if such Prospectus is supplemented with such information by the filing of a prospectus supplement thereto (except as provided in Section 2(da “Prospectus Supplement”) below) subject to following the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review effectiveness of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2Subject to any Commission or OSC comments, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file (or, in the case of a new registration statement (a “New Shelf Registration Statement”), the applicable Prospectus Supplement) shall include a plan of distribution in either case covering substantially the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities attached hereto as a secondary offeringExhibit A; provided, however, that prior to filing such amendment or New Registration Statement, the Company no Holder shall be obligated to use its commercially reasonable best efforts to advocate with named as an “underwriter” in the Commission for the registration of all of the Registrable Securities in accordance with 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files in a New Prospectus Supplement without the Holder’s prior written consent or if required by the Commission or the OSC. Such Initial Registration StatementStatement and, as if applicable, Prospectus Supplement, also shall cover, to the case may beextent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), under clauses (i) such indeterminate number of additional Common Shares resulting from stock splits, stock dividends or (ii) abovesimilar transactions with respect to the Registrable Securities. Such Initial Registration Statement and, if applicable, Prospectus Supplement, shall not include any Common Shares or other securities of the Company will file with for the Commission, as promptly as allowed by Commission or SEC Guidance provided to account of any other person without the Company or to registrants prior written consent 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 Required Holders (but the Initial Registration Statement, as amended, or Statement may include a primary registration by the New Company). The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof), and any Prospectus Supplement, shall be provided by the “Remainder Registration Statements”)Company to the Holders in accordance with Section 3(c) prior to its filing or other submission.

Registration. (a) On or prior to the applicable Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders Holder may reasonably specify (each, an the “Initial Registration Statement”). Each The Initial Registration Statement and each Subsequent Registration Statement, if any, shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Majority InvestorsCommission). Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof Holder and use its commercially reasonable efforts to file amendments to the applicable Initial Registration Statement Statement, or Subsequent Registration Statement, as required by the Commission and/or (ii) withdraw such Initial the applicable Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offeringS-3; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Securities Act Rules Compliance and Disclosure 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such HoldersQuestion 612.09. In the event the Company amends an the Initial Registration Statement or Subsequent Registration Statement, or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Registration. (a) On or prior to the applicable Filing DeadlineDate, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise not yet registered that are held by Holders that have complied with the provisions of then outstanding Warrants not already covered by an existing and effective Registration Statement Section 3(k) prior to such date for an offering to be made on a continuous basis pursuant to Rule 415 or, 415. Such Registration Statement required hereunder shall be on Form F-3 (except if Rule 415 the Company is not available then eligible to register for offers and sales of resale the Registrable SecuritiesSecurities on Form F-3, by in which case such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(danother appropriate form herewith) and shall contain (except if otherwise required pursuant to written comments received from directed by the Commission upon a review of such Registration StatementHolders) the “"Plan of Distribution” section approved by " attached hereto as Annex A. Subject to the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) terms of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration StatementAgreement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with cause such Registration Statement to be declared effective under the Commission for Securities Act as promptly as possible after the registration of filing thereof, but in any event not later than the applicable Effectiveness Date, and shall use, subject to Section 6(d), its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date when all of the Registrable Securities in accordance with 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 be registered on a particular covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a secondary offering written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period"). Each Holder acknowledges and notwithstanding agrees that the Company used shall be permitted to exclude such Holder's Registrable Securities from a Registration Statement if such Holder fails to timely comply with the Company's request for information pursuant to Section 3(k); provided if such Holder provides such information prior to the filing of such Registration Statement the Company shall use commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of include such Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on Statement; provided further that this provision does not otherwise waive the total number of unregistered Shares held by Company's obligation to register such Holders. In Registrable Securities pursuant to the event terms hereunder upon such Holder providing the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)required information.

Registration. If (abut without any obligation to do so) On or prior Parent proposes to register for its own account any of its capital stock under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the Filing Deadlinesale of securities to participants in a Parent stock plan, a registration on any form that does not include substantially the Company shall prepare and file with the Commission same information as would be required to be included in a “shelf” Registration Statement registration statement covering the resale of all sale of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Merger Registrable Securities, or a registration in which the only Common Stock being registered Common Stock issuable upon conversion of debt securities that are also being registered or an SEC Rule 145 transaction), Parent shall, at such time, promptly give the Stockholder Representative written notice of such registration. Upon the written request of the Stockholder Representative given within ten (10) days after mailing of such notice by such other means of distribution of Registrable Securities as the Holders may reasonably specify (eachParent in accordance with this Section 6.2(e)(i), an “Initial Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) Parent shall, subject to the provisions of this Section 2(d6.2(e), use its commercially reasonable efforts to cause to be registered under the Securities Act in such proposed registration statement all of the Merger Registrable Securities that the Stockholder Representative, upon behalf of the Holder, has requested to be registered. The provisions of this Section 6.2(e)(i) shall only apply to a proposed registration of Parent’s securities to the extent that the Parent Current Registrable Securities have similar registration rights under Section 1.3 of the Parent Investor Rights Agreement and shall contain it is expressly understood and agreed that, to the extent the holders of the Parent Current Registrable Securities (except if otherwise required pursuant acting alone or in conjunction with Parent), have a right to written comments received from the Commission upon a review amend or waive any of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations rights in the Parent Investor Rights Agreement, such holders shall have (without the consent of the Stockholder Representative or the Holders), the right to amend or waive the rights in this Section 6.2(e). In furtherance of the foregoing, any amendment or waiver of registration rights under the Parent Investor Rights Agreement by holders of the Parent Current Registrable Securities, shall constitute an amendment or waiver of the registration rights set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”6.2(e).

Registration. (a) On or prior Subject to the Filing Deadlinelimitations set forth in this Agreement, if the Company shall prepare and at any time within two (2) years of the date hereof proposes to file on its behalf and/or on behalf of any of its security holders ("the demanding security holders") a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securities to be sold for cash with respect to its common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934) of the Company, it will give written notice to the Holders at least 15 days before the initial filing with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations , which notice shall set forth in this subsection (a) and subsection (b) the intended method of this Section 2, in the event the Commission informs the Company that all disposition of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted securities proposed to be registered by the CommissionCompany. The notice shall offer to include in such filing the aggregate number of shares of Restricted Shares as Holder may request. If either Holder desires to have Restricted Shares registered under this Section 1, he shall advise the Company in writing within 10 days after the date of receipt of such offer from the Company, setting forth the amount of such Restricted Shares for which registration is requested. The Company shall thereupon include in such filing the number of shares of Restricted Shares for which registration is so requested, subject of the following. In the event that the proposed registration by the Company is, in whole or in part, an underwritten public offering of securities of the Company, the Company shall not be required to include any of the Restricted Shares in such underwriting unless the Holder(s) agree(s) to accept the offering on Form S-3 or the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such other form available to register for resale the Registrable Securities as a secondary offeringregistration; provided, however, that: (i) if the managing underwriter determines the advises the Company in writing that prior the inclusion of all Restricted Shares proposed to filing such amendment or New Registration Statementbe included by the Holders in the underwritten public offering and other issued and outstanding shares of Common Stock proposed to be included therein by the persons other than the Holders, the Company and any demanding security holder (the "Other Shares") would jeopardize the success of the Company's offering, then the Company shall be obligated required to use its commercially reasonable best efforts include in the offering (in addition to advocate with the Commission for the registration of all of the Registrable Securities in accordance with 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 shares to be sold by the Company and any demanding security holder) only that number of Restricted Shares that the managing underwriter believes will not jeopardize the success of the Company's offering and the number of Restricted Shares and Other Shares not included in such underwritten public offering shall be reduced pro rata based upon the number of shares of Restricted Shares and Other Shares requested by the holders thereof to be registered on in such underwritten public offering; and (ii) in each case all shares of Common Stock owned by the Holders which are not included in the underwritten public offering shall be withheld from the market by the Holder for a particular Registration Statement period, not to exceed ninety (90) calendar days, which the managing underwriter reasonably determines as a secondary offering (and notwithstanding that necessary in order to effect the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holdersunderwritten public offering. In the event the Company amends an Initial Registration Statement or files chooses a New Registration Statement, as registration form which limits the case may be, under clauses (i) or (ii) abovesize offering either in terms of the number of shares of dollar amount, the Company will file with shall not be required to include in the Commission, as promptly as allowed by Commission or SEC Guidance provided offering (in addition to the Company or number of shares to registrants of securities in general, one or more registration statements on Form S-3 or be sold by the Company) Restricted Shares which would exceed such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)limits.

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an the “Initial Registration Statement”). Each The Initial Registration Statement shall be an amendment to the Company’s existing registration statement on Form S-3 S-1 (File No. 333-145082) (except if the Company is then ineligible to register for resale all of the Registrable Securities on such Form S-1, in which case such registration shall be on such other form available to register for resale of the Registrable Securities as provided in Section 2(d) belowa secondary offering) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors). Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders holders thereof and use its commercially reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 S-1 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 best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this AgreementAgreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreements (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 Holders on a pro rata basis based on the total number of 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 Shares held by such Holders). In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an the “Initial Registration Statement”). Each The Initial 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 provided in Section 2(d) belowa secondary offering) subject to the provisions of Section 2(d2(e) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Majority InvestorsCommission). Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders holders thereof and use its commercially reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this AgreementAgreement and subject to the payment of Additional Interest in Section 2(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 commercially reasonable best diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities 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 Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders (or would be held by such Holders if the Convertible Notes held by such Holders were converted), subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders Investor may reasonably specify (each, an the “Initial Registration Statement”). Each The Initial 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 provided in Section 2(d) belowa secondary offering) subject to the provisions of Section 2(d2(e) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Majority InvestorsCommission). Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders Investor thereof and use its commercially reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this AgreementAgreement and subject to the payment of liquidated damages in Section 2(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 commercially reasonable best diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securitiesthe Investor, the number of Registrable Securities to be registered on such Registration Statement will first be reduced on a pro rata basis based on by Registrable Securities not acquired pursuant to the total number of unregistered Purchase Agreement (whether pursuant to registration rights or otherwise), and second by Registrable Securities represented by the Shares held by such Holdersthe Investor (or by the Shares that would be held by the Investor if the Convertible Notes were converted). In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Registration. (a) 8.1 On or prior to the applicable Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of (the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each The Initial Registration Statement shall be on Form S-3 (except as provided if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in Section 2(d) below) subject to which case such registration shall be on another appropriate form in accordance with the provisions of Section 2(dSecurities Act) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsection subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders holders thereof and use its reasonable best efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, Commission 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 best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance staff guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Registration. The Company shall use best efforts to file a registration statement on Form S-1 (aor if eligible to use Form S-3, a registration statement on Form S-3) On or prior to within one year of the Filing Deadlinedate of this Agreement. If the Company shall not file such registration statement within one year of the date of this Agreement, the Company shall prepare hereby grants to the Buyer the right to require the Company at any time from and after the one year anniversary of this Agreement to file a registration statement on Form S-1 (and at such time as the Company is eligible to use Form S-3, a registration statement on Form S-3) with the Commission a “shelf” Registration Statement SEC covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing Common Shares and effective Registration Statement for an offering the Warrant Shares. The Company also agrees that to be made on the extent it files any registration statement with the SEC, other than a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be registration statement on Form S-3 (except as provided S-8 or Form S-3, it will prior to filing such registration statement, give the Buyer reasonable written notice in Section 2(d) below) subject order to permit the provisions of Section 2(d) and shall contain (except if otherwise required pursuant Buyer to written comments received from the Commission upon a review of include in such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each resale of the Holders thereof Common Shares and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offeringWarrant Shares; provided, however, that prior if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of Common Stock which may be included in such registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to filing such amendment or New Registration Statementfacilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Common Shares and the Warrant Shares with respect to which the Buyer requested inclusion hereunder as the underwriter shall reasonably permit; provided, however, that the Buyer shall not be disproportionately negatively affected as compared to other holders of Company securities to be registered. The Company will file and use its commercially reasonable best efforts to advocate with the Commission for the cause to become effective such registration statement as well as any filings required under any applicable state securities laws or regulations. The Buyer’s right to demand registration of the Common Shares and the Warrant Shares shall not terminate until such time as all of the Registrable Securities in accordance with SEC Guidance, including without limitation, Common Shares and all 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Warrants Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not have been registered for resale on with the Initial Registration StatementSEC and the Buyer has sold or otherwise transferred to Persons not Affiliated with the Buyer all of such Common Shares and Warrant Shares. All costs related to the preparation, as amendedfiling and effectiveness of such registrations, or including accounting and legal fees and expenses (including reasonable fees and expenses of counsel for the New Registration Statement (Buyer) shall be borne by the “Remainder Registration Statements”)Company. The Company will enter into an agreement with the Buyer including customary terms and conditions for any such registration, including customary indemnification provisions.

Registration. (a) On or prior The Holder of this Warrant shall have the right to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of include all of the then outstanding shares of Common Stock underlying this Warrant (the "Registrable Securities") as part of any registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 orForm S-8) and must be notified in writing of such filing; provided, however, that the holder of this Warrant agrees it shall not have any piggy-back registration rights pursuant to this Section 12(c) if Rule 415 is not available for offers and sales the shares of Common Stock underlying this Warrant are freely tradable in the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject United States pursuant to the provisions of Section 2(dRegulation D. Hxxxxx xxxll have five (5) and shall contain (except business days to notify the Company in writing as to whether the Company is to include Holder or not include Holder as part of the registration; provided, however, that if otherwise required any registration pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2shall be underwritten, in the event the Commission informs whole or in part, the Company may require that all of the Registrable Securities required requested for inclusion pursuant to this Section be included in an Initial Registration Statement cannot, the underwriting on the same terms and conditions as a result the securities otherwise being sold through the underwriters. If in the good faith judgment of the application underwriter evidenced in writing of Rule 415, be registered for resale as such offering only a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum limited number of Registrable Securities required to should be included in an Initial Registration Statement such offering, or no such shares should be included, the Holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the Commission, on Form S-3 or underwriter in such other form available offering bears 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 best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares all shares then held by all selling stockholders desiring to participate in such Holdersoffering. In Those Registrable Securities which are excluded from an underwritten offering pursuant to the event foregoing provisions of this Section (and all other Registrable Securities held by he selling stockholders) shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 12(c) prior to the effectiveness of such registration whether or not any Warrant holder elected to include securities in such registration. All registration expenses incurred by the Company amends an Initial Registration Statement or files a New Registration Statementin complying with this Section 12(c) shall be paid by the Company, as the case may beexclusive of underwriting discounts, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided commissions and legal fees and expenses for counsel to the Company or to registrants holders of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Warrants.

Registration. (a) On or prior The Company agrees to register the shares of Common Stock underlying this Warrant pursuant to the Filing Deadlineterms of the Agreement and the Registration Rights Agreement dated October _____, 1998. In addition to the foregoing, the Holder of this Warrant shall have the right to include all of the shares of Common Stock underlying this Warrant (the "Registrable Securities") as part of any registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8) and must be notified in writing of such filing. Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include Holder or not include Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company require that all of the Registrable Securities required requested for inclusion pursuant to this Section be included in an Initial Registration Statement cannot, the underwriting on the same terms and conditions as a result the securities otherwise being sold through the underwriters. If in the good faith judgment of the application underwriter evidenced in writing of Rule 415, be registered for resale as such offering only a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum limited number of Registrable Securities required to should be included in an Initial Registration Statement such offering, or no such shares should be included, the Holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the Commission, on Form S-3 or underwriter in such other form available offering bears 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 best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares all shares then held by all selling stockholders desiring to participate in such Holdersoffering. In the event the Company amends Those Registrable Securities which are excluded from an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided underwritten offering pursuant to the Company or to registrants foregoing provisions of securities in general, one or more registration statements on Form S-3 or such this Section (and all other form available to register for resale those Registrable Securities that were held by the selling stockholders) shall be withheld from the market by the Holders thereof for a period, not registered for resale on to exceed one hundred eighty (180) days, which the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)underwriter may reasonably determine is necessary in order to effect such underwritten offering.

Registration. (a) On or The Company agrees to effect the registration under the Securities Act and relevant blue sky laws of the shares of Common Stock issuable upon conversion of the Preferred Stock (the "Registration Shares") in order to permit their resale by the Purchaser, it being agreed for such purposes that the Company will have complied with its agreement to register shares hereunder if such registration statement covers the resale of that number of Registration Shares equal to twice the number of shares of Common Stock that would be issued if all of the Preferred Stock were to be converted on the day prior to the Filing Deadlineinitial filing of such registration statement. The Company and the Purchaser shall cooperate in good faith in connection with the furnishing of information required for such registration and the taking of such other actions as may be legally or commercially necessary in order to effect such registration. Within 20 days following the date hereof, the Company shall prepare and file a registration statement on Form S-3 with the Commission a “shelf” Registration Statement covering respect to the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) Shares and shall contain use its best efforts to cause such registration statement to become effective as soon as practicable thereafter. Such best efforts shall include, but not be limited to, (except if otherwise required pursuant i) promptly responding to written all comments received from the Commission upon staff of the SEC, (ii) providing the Purchasers' counsel with a review contemporaneous copy of all written communications from and to the staff of the SEC with respect to such registration statement, (iii) promptly preparing and filing amendments to such registration statement which are responsive to the comments received from the staff of the SEC, (iv) furnishing to each Purchaser such number of copies of each prospectus included in the registration statement for the Registration Shares, including each preliminary prospectus, each of which shall be in conformity with the requirements of the rules and regulations of the SEC, (v) notifying each Purchaser at any time when a prospectus relating to such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities Shares is required to be included in an Initial Registration Statement cannot, delivered under rules and regulations of the SEC of the happening of any event as a result of which the application of Rule 415, be registered for resale as a secondary offering on a single prospectus included in the registration statement, the Company agrees as then in effect, includes an untrue statement of a material fact or omits to promptly (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file state a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities material fact required to be included stated therein or necessary to make the statements therein not misleading in the light of circumstances then existing, and at each Purchaser's request, preparing and furnishing to it a reasonable number of copies of a supplement to or amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registration Shares, such prospectus shall not include an Initial Registration Statement and permitted untrue statement of a material fact or omit to state a material fact required to be registered by stated therein or necessary to make the Commissionstatements therein not misleading in the light of the circumstances then existing, (vi) using its reasonable commercial efforts to cause all Registration Shares to be included for trading on Form S-3 or the NASDAQ Stock Market and (vii) in instances where an exemption from such other form available qualification is not available, using its reasonable best efforts to register for resale or qualify the Registrable Securities Registration Shares under the securities or blue sky laws of such jurisdictions as a secondary offeringeach Purchaser shall reasonably request; provided, however, that prior the Company shall not be required to filing such amendment register or New Registration Statementqualify under the blue sky laws in states where the Company is already cleared. Once declared effective by the SEC, the Company shall be obligated cause such registration statement to use its commercially reasonable best efforts to advocate with remain effective until the Commission for earlier of (i) the registration sale by the Purchaser of all shares of Common Stock so registered or (ii) the end of the Registrable Securities in accordance with SEC Guidance, including without limitation, the Manual period during which shares 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such HoldersPreferred Stock remain convertible. In the event that the Company amends an Initial has not effected the registration of the Registration Statement or files a New Registration Statement, as Shares within 90 days after the case may be, under clauses (i) or (ii) abovedate hereof, the Company will file with the Commissionshall pay to each Purchaser by wire transfer, as promptly liquidated damages for such failure and not as allowed by Commission a penalty, an amount in cash equal to $100,000 for each period of 30 consecutive days (or SEC Guidance provided portion thereof) following the expiration of such 90-day period, such amounts 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 be due and payable on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).last day of each such period. The payment of such liquidated damages shall not relieve the

Registration. The issuance of the Warrant and the Shares have been registered on the Company’s effective registration statement on F-1 with commission file No. 333-252996. The Company shall file periodic filings with the Commission during the term of this Purchase Warrant as required by the rules and regulations issued by the Commission. To the extent the Company does not maintain an effective registration statement for the Shares, during the term of this Purchase Warrant and for a period of no more than seven (a7) On years from the commencement of sales of the Offering in accordance with FINRA Rule 5110(g)(8)(D), whenever the Company proposes to register any of its securities under the Securities Act, whether for its own account or prior for the account of another shareholder (except for the registration of securities (A) to be offered pursuant to an employee benefit plan on Form S-8 or (B) pursuant to a registration made on Form F-4, or any successor forms then in effect) at any time and the registration form to be used may be used for the registration of the Shares, it will so notify in writing the Holder (a “Piggyback Notice”) as soon as practicable but in no event less than five (5) business days before the anticipated filing date and offer to the Filing DeadlineHolder the opportunity to register the sale of such number of Shares as such Holder may request in writing within three (3) business days after receipt of such Piggyback Notice (a “Piggyback Registration”). Notwithstanding the foregoing, the Company shall prepare and file with may delay any such notice to the Commission Holder, including until after filing a “shelf” Registration Statement covering registration statement, so long as the resale Holder has the same amount of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for time to determine whether to participate in an offering to be made on a continuous basis pursuant to Rule 415 or, as it would have had if Rule 415 is such notice had not available for offers and sales of the Registrable Securities, by been so delayed. The Company shall cause such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required Shares to be included in an Initial Registration Statement cannot, as such registration and shall use commercially reasonable efforts to cause the managing underwriter or underwriters of a result of proposed underwritten offering to permit the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required Shares requested to be included in an Initial a Piggyback Registration Statement on the same terms and permitted conditions as any similar securities of the Company and to be registered by permit the Commission, on Form S-3 sale or other disposition of such other form available to register for resale Shares in accordance with the Registrable Securities as a secondary offeringintended method(s) of distribution thereof; provided, however, that prior if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of Common Shares which may be included in the registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to filing such amendment or New Registration Statementfacilitate public distribution, then the Company shall be obligated to use its commercially reasonable best efforts include in such registration statement only such limited portion of the Shares with respect to advocate which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Holder shall enter into an underwriting agreement in customary form with the Commission underwriter or underwriters selected for the registration of all of the Registrable Securities in accordance with 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Piggyback Registration.

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or415, or if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an the “Initial Registration Statement”). Each The Initial Registration Statement shall be on Form S-3 (except as provided if the Company is ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with Section 2(d) below) subject to the provisions of Section 2(d2(e)) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and holders thereof, (ii) use its reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (iiiii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. 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 commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (iii) or (iiiii) above, the Company will use its reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an the “Initial Registration Statement”). Each The Initial Registration Statement shall be on Form S-3 (except or, if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, such other form available to register for resale the Registrable Securities as provided in Section 2(d) belowa secondary offering) subject to the provisions of Section 2(d2(e) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the a “Plan of Distribution” section approved substantially in the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Majority InvestorsCommission). Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and use its best efforts to file amendments to the applicable Initial Registration Statement as required by the Commission Commission, and/or (ii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or or, if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, 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 best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with SEC Guidance, including including, without limitation, the Manual of Publicly Available Telephone Interpretations D.29D.29 and any applicable Compliance and Disclosure Interpretations. Notwithstanding any other provision of this Agreement, and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by the Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and second by the Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders), subject to a determination by the Commission that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or or, if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). No Holder shall be named as an “underwriter” in any Registration Statement without such Holder’s prior written consent.

Registration. (ai) On The Company shall advise each Holder or its transferee, whether the Holder holds a Placement Agent Warrant Placement Agent Warrant and holds the Underlying Securities, by written notice at least four weeks prior to the Filing Deadline, filing of any post-effective amendment to the Registration Statement or of any new registration statement or post-effective amendment thereto covering any securities of the Company shall prepare for its own account or for the account of others and file with will, for a period of four years commencing one year from the Commission effective date of the Registration Statement, upon the request of any such Holder, include in any such post-effective amendment or registration statement, such information as may be required to permit a “shelf” Registration Statement covering the resale public offering by such Holder of all or any of the then outstanding Registrable Underlying Securities or Underlying Warrant Shares (the "Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing Securities"). The Company shall supply prospectuses and effective Registration Statement for an offering such other documents as the Holders may request in order to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales facilitate the public sale or other disposition of the Registrable Securities, by such other means of distribution of use its best efforts to register and qualify the Registrable Securities for sale in such states as such Holders designate and do any and all other acts and things which maybe necessary or desirable to enable such Holders to consummate the public sale or other disposition of the Registrable Securities, and shall indemnify the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as in the manner provided in Section 2(dsubparagraph (c) below) subject to the provisions of Section 2(d) . The Holders shall furnish information and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations indemnification as set forth in this subsection subparagraph (ac) and subsection (b) below except that the maximum amount which may be recovered from any Holder shall be limited to the amount of this Section 2, in proceeds received by the event Holder from the Commission informs the Company that all sale of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Registration. (a) On or prior The Company agrees to register the shares of Common Stock underlying this Warrant pursuant to the Filing Deadlineterms of the Agreement and the Registration Rights Agreement dated June , 1998. In addition to the foregoing, the Holder of this Warrant shall have the right to include all of the shares of Common Stock underlying this Warrant (the "Registrable Securities") as part of any registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8) and must be notified in writing of such filing. Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include Holder or not include Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company require that all of the Registrable Securities required requested for inclusion pursuant to this Section be included in an Initial Registration Statement cannot, the underwriting on the same terms and conditions as a result the securities otherwise being sold through the underwriters. If in the good faith judgment of the application underwriter evidenced in writing of Rule 415, be registered for resale as such offering only a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum limited number of Registrable Securities required to should be included in an Initial Registration Statement such offering, or no such shares should be included, the Holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the Commission, on Form S-3 or underwriter in such other form available offering bears 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 best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares all shares then held by all selling stockholders desiring to participate in such Holdersoffering. In the event the Company amends Those Registrable Securities which are excluded from an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided underwritten offering pursuant to the Company or to registrants foregoing provisions of securities in general, one or more registration statements on Form S-3 or such this Section (and all other form available to register for resale those Registrable Securities that were held by the selling stockholders) shall be withheld from the market by the Holders thereof for a period, not registered for resale on to exceed one hundred eighty (180) days, which the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)underwriter may reasonably determine is necessary in order to effect such underwritten offering.

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an the “Initial Registration Statement”). Each The Initial Registration Statement shall be on Form S-3 (except as provided 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 another appropriate form in accordance with Section 2(d) below) subject to the provisions of Section 2(d2(e)) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and holders thereof, (ii) use its commercial reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (iiiii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. 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 commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (iii) or (iiiii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance staff guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an the “Initial Registration Statement”). Each The Initial 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 provided in Section 2(d) belowa secondary offering) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Majority InvestorsCommission). Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders holders thereof and use its commercially reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. 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 commercially reasonable best diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities 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 Holders on a pro rata basis based on the total number of 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 Shares held by such Holders). In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Registration. (a) On or prior The Company agrees with and for the benefit of the holders of the Warrants that for a period (the “Registration Period”) commencing on the date which is 120 days following the date of issuance of the Warrants and continuing until all Warrant Shares (x) have been sold pursuant to an effective registration statement filed with the Commission pursuant to the Filing Deadlineprovisions of the Securities Act or (y) in the opinion of United States counsel to the Company, may be sold without volume limitations pursuant to Rule 144(e) under the Securities Act, such opinion delivered to the Company in substance acceptable to the holders of a majority of the Warrants then outstanding, the Company shall prepare and file will have registered with the Commission a “shelf” Registration Statement or otherwise qualified all Warrant Shares pursuant to the provisions of the Securities Act, and the Company will file such amendments and/or supplements to any registration statement under the Securities Act covering the resale of all such Warrant Shares (in the form of ADSs), and supplement and keep current any prospectus forming a part of such registration statement, as may be necessary to permit the Company to comply with the Securities Act and the rules and regulations thereunder, and to permit the Company to deliver to each holder of Warrants exercising a Warrant a prospectus meeting the requirements of Section 10(a)(3) of the then outstanding Registrable Securities or Registrable Securities issuable Act and otherwise comply therewith; and the Company will deliver such prospectus to each such holder of Warrants. During the Registration Period, the Company shall, upon exercise the request of then outstanding any holder of Warrants not already covered by an existing and effective Registration Statement for an offering to that may be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon Securities Act to deliver a review prospectus in connection with any sale or other disposition of Warrant Shares, include within the plan of distribution section of the prospectus and in such other places in the prospectus as may be necessary, all information necessary under the Securities Act to enable such holder of Warrants to deliver such prospectus in connection with sales or other dispositions of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection Warrant Shares (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all form of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”ADSs), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall also take such action as may be obligated necessary under the Securities Act with respect to use its commercially reasonable best efforts the related registration statement to advocate enable such holder of Warrants to effect such delivery in connection with such sale or other disposition. The Company further agrees to provide any holder of Warrants who during such period may be required to deliver a prospectus upon the Commission for sale or other disposition of such Warrant Shares (in the registration form of all ADSs), such number of copies of the Registrable Securities in accordance with SEC Guidance, including without limitation, the Manual prospectus as such holder 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Warrants reasonably requests.

Registration. The issuance of the Warrant and the Shares have been registered on the Company’s effective registration statement on S-1 with commission file No. 333-_______. The Company shall file periodic filings with the Commission during the term of this Purchase Warrant as required by the rules and regulations issued by the Commission. To the extent the Company does not maintain an effective registration statement for the Shares, during the term of this Purchase Warrant and for a period of no more than seven (a7) On years from the commencement of sales of the Offering in accordance with FINRA Rule 5110(g)(8)(D), whenever the Company proposes to register any of its securities under the Securities Act, whether for its own account or prior for the account of another shareholder (except for the registration of securities (A) to be offered pursuant to an employee benefit plan on Form S-8 or (B) pursuant to a registration made on Form S-4, or any successor forms then in effect) at any time and the registration form to be used may be used for the registration of the Shares, it will so notify in writing the Holder (a “Piggyback Notice”) as soon as practicable but in no event less than five (5) business days before the anticipated filing date and offer to the Filing DeadlineHolder the opportunity to register the sale of such number of Shares as such Holder may request in writing within three (3) business days after receipt of such Piggyback Notice (a “Piggyback Registration”). Notwithstanding the foregoing, the Company shall prepare and file with may delay any such notice to the Commission Holder, including until after filing a “shelf” Registration Statement covering registration statement, so long as the resale Holder has the same amount of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for time to determine whether to participate in an offering to be made on a continuous basis pursuant to Rule 415 or, as it would have had if Rule 415 is such notice had not available for offers and sales of the Registrable Securities, by been so delayed. The Company shall cause such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required Shares to be included in an Initial Registration Statement cannot, as such registration and shall use commercially reasonable efforts to cause the managing underwriter or underwriters of a result of proposed underwritten offering to permit the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required Shares requested to be included in an Initial a Piggyback Registration Statement on the same terms and permitted conditions as any similar securities of the Company and to be registered by permit the Commission, on Form S-3 sale or other disposition of such other form available to register for resale Shares in accordance with the Registrable Securities as a secondary offeringintended method(s) of distribution thereof; provided, however, that prior if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of Common Shares which may be included in the registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to filing such amendment or New Registration Statementfacilitate public distribution, then the Company shall be obligated to use its commercially reasonable best efforts include in such registration statement only such limited portion of the Shares with respect to advocate which the Hxxxxx requested inclusion hereunder as the underwriter shall reasonably permit. Holder shall enter into an underwriting agreement in customary form with the Commission underwriter or underwriters selected for the registration of all of the Registrable Securities in accordance with 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Piggyback Registration.

Registration. (a) On or prior If, at any time, an IPO Entity's Initial Public Offering with respect to which the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of Holders have not been permitted to register all of the then outstanding their Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 orSection 2.1(a), if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution (i) one or more Holders of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all representing 25% or more of the Registrable Securities required to be included in then outstanding request that an Initial Registration Statement 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 (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and IPO Entity file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or any successor form thereto for a public offering of all or any portion of the shares of Registrable Securities held by such other Holder or Holders, the reasonably anticipated aggregate price to the public of which would exceed $10 million, and (ii) such IPO Entity is a registrant entitled to use Form S-3 or any successor form available thereto to register for resale the Registrable Securities such securities, then such IPO Entity shall, as a secondary offering; providedexpeditiously as possible following such Request, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with register under the Commission for the registration of all of the Registrable Securities in accordance with 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements Act on Form S-3 or any successor form thereto, for public sale in accordance with the intended methods of disposition specified in such other form available to register for resale those Request or any subsequent requests (including, without limitation, by means of a Shelf Registration) the Registrable Securities specified in such Request and any subsequent requests; provided, that were not registered if such registration is for resale on an Underwritten Offering, the Initial Registration Statementterms of Sections 2.1(b) and 2.1(d) shall apply (and any reference to "Demand Registration" therein shall, as amendedfor purposes of this Section 2.3, instead be deemed a reference to "S-3 Registration"). If the sole or lead managing Underwriter (if any) or the New Majority Holders of the Registration shall advise the relevant IPO Entity in writing that in its opinion additional disclosure not required by Form S-3 is of material importance to the success of the offering, then such Registration Statement shall include such additional disclosure. Whenever an IPO Entity is required by this Section 2.3 to use its best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Sections 2.1(a) and 2.1(e) (including but not limited to the “Remainder requirements that such IPO Entity (A) notify all Holders of Registrable Securities from whom such Request for registration has not been received and provide them with the opportunity to participate in the offering and (B) use its best efforts to have such S-3 Registration Statements”).Statement declared and remain effective for the time period specified herein) shall apply to such registration (and any reference in

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelfShelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, or if Rule 415 is not available for offers and sales of the Registrable Securities, Securities by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”)specify. Each Initial The Registration Statement shall be on Form S-3 (except as provided if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in Section 2(d) below) which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(d2(f)) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such the Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and holders thereof, (ii) use its commercially reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (iiiii) withdraw such Initial the Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with SEC Guidanceguidance from the Commission, 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial the Registration Statement or files a New Registration Statement, as the case may be, under clauses (iii) or (iiiii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance guidance from the Commission provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Statement.

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an the “Initial Registration Statement”). Each The Initial Registration Statement shall be on Form S-3 (except or such other form available to register for resale the Registrable Securities as provided in Section 2(d) below) subject to the provisions of Section 2(da secondary offering) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the a “Plan of Distribution” section approved substantially in the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Majority InvestorsCommission). Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission Commission, and/or (ii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with 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 accordance with Section 2(d), if any SEC Guidance sets forth a limitation of on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities)offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, any such limitation imposed pursuant to this Section 2(a) shall be allocated among the Registrable Securities of the Holders on a pro rata basis, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). No Holder shall be named as an “underwriter” in any Registration Statement without such Holder’s prior written consent.

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders Company may reasonably specify determine (each, an the “Initial Registration Statement”). Each The Initial Registration Statement shall be on Form S-3 (except such form available to the Company to register for resale of the Registrable Securities as provided in Section 2(d) below) a secondary offering, subject to the provisions of Section 2(d) 2(f), and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by substantially in the Majority Investors. form attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to the Company 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 best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29Securities Act Rules Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this AgreementAgreement and subject to the payment of Liquidated Damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities or other shares of Class A Common Stock permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities or other shares of Class A Common Stock to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the shares of Class A Common Stock to be included by any Person other than a Holder; and second, the Company shall reduce the number of Registrable Securities to be included by all Holders on a pro rata basis based on the total number of unregistered Shares Registrable Securities held by such Holders, subject to a determination by the Commission that certain Holders must be reduced before other Holders based on the number of Registrable Securities held by such Holders. In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). Each Holder may be named as an “underwriter” in any Registration Statement if required by applicable law or by the staff of the Commission; provided, however, that prior to naming a Holder as an underwriter in any Registration Statement, (i) the Company shall use its commercially reasonable efforts to advocate with the Commission against naming such Holder as an underwriter in accordance with Commission rules and regulations and SEC Guidance and (ii) if, despite the Company’s commercially reasonable efforts to advocate with the Commission against naming such Holder as an underwriter, the Commission continues to require that such Holder be named as an underwriter in any Registration Statement, such Holder shall have the right (but not the obligation), prior to being so named, without any penalty to the Company, to either (A) remove itself from such Registration Statement or (B) reduce its number of Registrable Securities included in such Registration Statement such that it shall no longer be required to be named as an underwriter in such Registration Statement.

Registration. (a) On or prior to the a Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of that are not then outstanding Warrants not already covered by registered on an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an the “Initial Registration Statement”). Each The Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) S-1 and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsection subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) to withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 S-1 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 best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this AgreementAgreement and subject to the payment of liquidated damages in Section 2(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 commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).a

Registration. (a) On or prior to As soon as practicable, but in no event later than the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an the “Initial Registration Statement”). Each The Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) S-1 and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsection in subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) to inform each of the Holders holders thereof and use its reasonable best efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) to withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, and subject to the payment of liquidated damages in Section 2(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 commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will shall be reduced on a pro rata basis initially among all TOG Holders and then pro rata among all PIPE Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the total number of unregistered Shares held by such Holders. In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance staff guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Registration. (a) On or prior to the Filing Deadline, Piggy-Back Registrations. If at any time the Company shall ------------------------ determine to prepare and file with the Commission SEC a “shelf” Registration Statement covering relating to an offering for its own account or the resale account of all others under the Securities Act any of its equity securities, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the then outstanding Registrable Securities or Registrable Securities issuable upon exercise Company shall send to each Investor, who is entitled to registration rights under this Section 2(a) written notice of then outstanding Warrants not already covered by an existing and effective such determination and, if within twenty (20) days after receipt of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all or any part of the Registrable Securities required such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in an Initial the Registration Statement cannotbecause, as a result in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion, if any, of the application Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any exclusion of Rule 415Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and file amendments in proportion to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required sought to be included by such Investors; provided, -------- however, that the Company shall not exclude any Registrable Securities -------- unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in an Initial such Registration Statement Statement, and permitted has also excluded any securities sought to be registered by officers and directors of the CommissionCompany; and provided, on Form S-3 or such other form available further, however, --------- -------- ------- that, after giving effect to register for resale the immediately preceding proviso, any exclusion of Registrable Securities as a secondary offeringshall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement to the extent such pro rata allotment is permitted under the Company's currently existing agreements with such holders of the Company's securities. No right to registration of Registrable Securities under this Section 2(a) shall be construed to limit any registration required under Section 2(b) hereof. The obligations of the Company under this Section 2(a) shall expire (i) after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(a) for two registrations; provided, however, that prior any Investor -------- ------- who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(a) shall be entitled to filing such amendment or New include in an additional Registration Statement, Statement filed by the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of Registrable Securities so excluded or (ii) when all of the Registrable Securities in accordance with 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by any Investor may be sold by such Holders. In Investor under Rule 144 under the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses Securities Act (i"Rule 144") or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)within any three-month period.

Registration. (a) On or prior Subject to the Filing Deadlinelimitations set forth in this Agreement, if the Company at any time within one (1) year of the date hereof proposes to file on its behalf and/or on behalf of any of its security holders ("the demanding security holders") a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act"), on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securities to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934) of the Company, it will give written notice to the Holders at least 15 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Restricted Shares as the Holders may request, subject, however, to the provisions of this Section 1(a) below. If the Holders desire to have Restricted Shares registered under this Section 1, they shall advise the Company in writing within 10 days after the date of receipt of such offer from the Company, setting forth the amount of such Restricted Shares for which registration is requested, not to exceed 25% of the Restricted Securities received by such Holder in the Merger (subject to adjustment for stock splits, stock dividends and similar reclassifications affecting the Common Stock). The Company shall thereupon include in such filing the number of shares of Restricted Shares of each Holder for which registration is so requested, subject to the following provisions of this paragraph. In the event that the proposed registration by the Company is, in whole or in part, an underwritten public offering of securities of the Company, the Company shall prepare not be required to include any of the Restricted Shares in such underwriting unless Holders agree to accept the offering on the same terms and file with conditions as the Commission a “shelf” Registration Statement covering shares of Common Stock, if any, otherwise being sold through the resale underwriters under such registration and provided further, that: (i) if the managing underwriter determines and advises the Company that the inclusion of all Restricted Shares proposed to be included by the Holders in the underwritten public offering and other issued and outstanding shares of Common Stock proposed to be included therein by the persons other than the Holders, the Company and any holder who has exercised demand registration rights with respect to such registration (the "Other Shares") would jeopardize the success of the Company's offering, then outstanding Registrable Securities or Registrable Securities issuable upon exercise (x) the Company shall be required to include in the offering (in addition to the number of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering shares to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is sold by the Company and any demanding security holder) only that number of Restricted Shares that the managing underwriter believes will not available for offers and sales jeopardize the success of the Registrable Securities, by Company's offering and (y) the number of Restricted Shares and Other Shares included in such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement underwritten public offering shall be on Form S-3 (except as provided reduced pro rata based upon the number of shares of Restricted Shares and Other Shares requested by the holders thereof to be registered in Section 2(d) below) such underwritten public offering subject to the provisions of Section 2(d) that certain Investors' Rights Agreement between the Company and shall contain Phoenix House Investments, LLC, Toshiba Corporation and Fischer International Systems Corporation (except if otherwise required pursuant to written comments received from collectively, the Commission upon a review "Prior Xxxxxxx"), requiring that such reduction in the number of Other Shares included in such Registration Statement) offering not reduce the “Plan number of Distribution” section approved Other Shares owned by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, Prior Holders included in the event the Commission informs the Company that all Offering, below 30% of the Registrable Securities required to be total amount of securities included in an Initial Registration Statement 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 (i) inform each of the Holders thereof offering; and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either each case covering all Restricted Shares owned by the maximum number of Registrable Securities required to be Holders which are not included in an Initial Registration Statement the underwritten public offering shall be subject to customary underwriter "lock-up" arrangements and permitted to be registered not sold or otherwise transferred by the CommissionHolders for a period, on Form S-3 or such other form available not to register for resale exceed one hundred eighty (180) calendar days, which the Registrable Securities managing underwriter reasonably determines as a secondary necessary in order to effect the underwritten public offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement chooses a registration form which limits the size of the offering, either in terms of the number of shares or files a New Registration Statement, as the case may be, under clauses (i) or (ii) abovedollar amount, the Company will file with shall not be required to include in the Commission, as promptly as allowed by Commission or SEC Guidance provided offering (in addition to the number of shares to be sold by the Company or and any demanding security holder) Restricted Shares which would exceed such limits and the number of Restricted Shares and Other Shares included in such underwritten public offering shall be reduced pro rata based upon the number of shares of Restricted Shares and Other Shares requested by the holders thereof to registrants of securities be registered in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)underwritten public offering.

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an the “Initial Registration Statement”). Each The Initial Registration Statement shall be on Form S-3 S-1 (except or such other form available to register for resale the Registrable Securities as provided in Section 2(d) belowa secondary offering) subject to the provisions of Section 2(d2(e) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the a “Plan of Distribution” section approved substantially in the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Majority InvestorsCommission). Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 22 , in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 S-1 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 best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).D.29 and

Registration. If, at any time after six months from the date hereof, either Dento-Med or National Patent proposes to file a registration statement under the Securities Act of 1933, as amended (athe company proposing to file such registration statement hereinafter called the "Registrant" and the other company hereinafter called the "other Company") On with respect to an offering by the Registrant for its own account or for the account of others of shares of the Registrant's common stock (other than a registration statement on forms S-4 or S-8 or any other registration statement pursuant to which the only shares registered are shares underlying, or issued pursuant to, stock options issued in connection with the provision to the Registrant of consulting or similar services), then the Registrant shall in each case give written notice of such proposed filing to the other Company at least 20 days prior to the Filing Deadlineanticipated filing date, and such notice shall offer the other Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale opportunity to register such number of all shares of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering Registrant's common stock issued to the other Company pursuant to this Agreement as the other Company may request (the shares so requested to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of registered hereinafter called the "Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”"). Each Initial Registration Statement The Registrant shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of include the Registrable Securities required in any such registration which is not underwritten and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities to be included in such registration on the same terms and conditions as any similar securities Registrant included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers an Initial Registration Statement cannotopinion to the other Company that the total amount of securities which they and the Registrant and any other persons or entities intend to include in such offering is sufficiently large to materially and adversely affect the success of such offering, as a result then the amount of securities to be offered for the account of the application of Rule 415, other Company shall be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and file amendments reduced to the applicable Initial Registration Statement as required by extent necessary to reduce the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number total amount of Registrable Securities required securities to be included in an Initial Registration Statement and permitted such offering to be registered the amount recommended by the Commission, on Form S-3 such managing underwriter or such other form available to register for resale the Registrable Securities as a secondary offeringunderwriters; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission if securities are being offered for the registration account of all of other persons or entities as well as the Registrable Securities in accordance with SEC GuidanceCompany, 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 such reduction shall not represent a limitation greater fraction of the number of Registrable Securities permitted securities requested to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that offered by the other Company used commercially reasonable best efforts to advocate with than the Commission for the registration fraction 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 similar reductions imposed on such Registration Statement will be reduced on a pro rata basis based on other persons or entities with respect to the total number amount of unregistered Shares held by such Holderssecurities they request to offer. In the event that any shares of the other Company amends an Initial Registration Statement or files a New Registration Statement, as are requested by the other Company to be registered for sale by the Registrant pursuant to the foregoing provision in the case may beof a non-underwritten offering, under clauses or are in fact registered for sale pursuant to an effective registration statement, in the case of an underwritten offering, then the Registrant shall be entitled, on one occasion only, to request in writing that the other Company register any or all of the shares issued to the Registrant pursuant to this Agreement, and the other Company shall then use its best efforts to effect such registration and cause such registration to become effective within a reasonable time, provided that either National Patent or Dento-Med shall be entitled, after six months from the date hereof, on one occasion only, to request in writing that the other company register any or all shares issued to the company making the request pursuant to this Agreement, and the other company shall then use its best efforts to effect such registration and cause such registration to become effective within a reasonable time, provided, however that (i) or these rights shall expire three years from the date hereof, and (ii) aboveshall be effective only if an exemption from registration is not available with respect to a proposed sale by the Registrant of its shares of the other Company's stock. In connection with any registration pursuant to this Section 4(e), the Registrant and the other Company will file shall provide to the other (and if required, to the underwriter) such customary indemnifications as the party to be indemnified shall reasonably request. Dento-Med shall not sell more than 50,000 shares of NPDC Common Stock during any six month period commencing six months from the date hereof except with the Commissionconsent of National Patent. If Dento-Med does not sell all of its 50,000 shares of NPDC Common Stock in any given six-month period, as promptly as allowed it may sell any of its remaining shares (unsold in the prior period) in the next six-month period provided that in no event may Dento-Med sell more than 50,000 shares of NPDC Common Stock in any sixty-day period. National Patent shall not sell more than 300,000 shares of DMI Common Stock during any six month period commencing six months from the date hereof except with the consent of Dento-Med. If National Patent does not sell all of its 300,000 shares of DMI Common Stock in any given six-month period, it may sell any of its remaining shares (unsold in the prior period) in the next six-month period provided that in no event may National Patent sell more than 300,000 shares of DMI Common Stock in any sixty-day period. The restrictions above shall not apply to any shares of DMI Common Stock currently held by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)National Patent.

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of (the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each The Initial Registration Statement shall be on Form S-3 (except as provided if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in Section 2(d) below) subject to which case such registration shall be on another appropriate form in accordance with the provisions of Section 2(dSecurities Act) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection subsections (a), (b), (c) and subsection (be) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders holders thereof and use commercially reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, Commission 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 best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance staff guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an the “Initial Registration Statement”). Each Subject to Section 2(e), the Initial Registration Statement shall be on Form S-3 (except or such other form available to register for resale the Registrable Securities as provided in Section 2(d) below) subject to the provisions of Section 2(da secondary offering) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the a “Plan of Distribution” section approved substantially in the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Majority InvestorsCommission). Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29Compliance and Disclosure Interpretations. Notwithstanding any other provision of this AgreementAgreement and subject to the payment of liquidated damages in Section 2(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 commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by the Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders) and second by the Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders), subject to a determination by the Commission that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). Except as may be provided in Annex A attached hereto, no Holder shall be named as an “underwriter” in any Registration Statement without such Holder’s prior written consent.

Registration. (a) On or prior The Company agrees to register the shares of Common Stock underlying this Warrant pursuant to the Filing Deadlineterms of the Agreement and the Registration Rights Agreement dated March 16, 1999. In addition to the foregoing, the Holder of this Warrant shall have the right to include all of the shares of Common Stock underlying this Warrant (the "REGISTRABLE SECURITIES") as part of any registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8) and must be notified in writing of such filing. Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include Holder or not include Holder as part of the registration; PROVIDED, HOWEVER, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company require that all of the Registrable Securities required requested for inclusion pursuant to this Section be included in an Initial Registration Statement cannot, the underwriting on the same terms and conditions as a result the securities otherwise being sold through the underwriters. If in the good faith judgment of the application underwriter evidenced in writing of Rule 415, be registered for resale as such offering only a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum limited number of Registrable Securities required to should be included in an Initial Registration Statement such offering, or no such shares should be included, the Holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the Commission, on Form S-3 or underwriter in such other form available offering bears 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 best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares all shares then held by all selling stockholders desiring to participate in such Holdersoffering. In the event the Company amends Those Registrable Securities which are excluded from an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided underwritten offering pursuant to the Company or to registrants foregoing provisions of securities in general, one or more registration statements on Form S-3 or such this Section (and all other form available to register for resale those Registrable Securities that were held by the selling stockholders) shall be withheld from the market by the Holders thereof for a period, not registered for resale on to exceed one hundred eighty (180) days, which the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)underwriter may reasonably determine is necessary in order to effect such underwritten offering.

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an the “Initial Registration Statement”). Each The Initial Registration Statement shall be on Form S-3 (except that 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 provided in Section 2(d) belowa secondary offering) subject to the provisions of Section 2(d2(e) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the a “Plan of Distribution” section approved substantially in the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Majority InvestorsCommission). (i) Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statementstatement or that any Holder must be named as an underwriter in the Registration Statement, the Company agrees to promptly (ix) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (iiy) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 S-1 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 best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09, in each case without naming any Holder as an underwriter in the Manual Registration Statement. The Lead Investor shall have the right to comment or have their counsel comment on any written submission made to the staff of Publicly Available Telephone Interpretations D.29Commission (the “Staff”) with respect to any disclosure specifically relating to the Lead Investor. No such written submission shall be made to the Staff containing disclosure specifically relating to the Lead Investor to which the Lead Investor’s counsel reasonably objects. (ii) Notwithstanding any other provision of this AgreementAgreement and subject to the payment of liquidated damages in Section 2(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 commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).4

Registration. (a) On or prior Right to the Filing Deadline, Include Registrable Stock. If the Company shall prepare and file proposes to register any of its securities under the 1933 Act in connection with the Commission public offering of such securities solely for cash (other than a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be registration on Form S-3 S-4 or Form S-8, or any successor or similar forms) (except as provided in Section 2(d) below) subject to the provisions "Offering"), it will each such time promptly (but not later than 30 days before the anticipated date of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of filing such Registration Statement) give written notice to each Holder, it being understood that the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the Bridge Lenders will not be entitled to notice or registration obligations set forth in this subsection (a) and subsection (b) of under this Section 2, in 2(a) until six months from the event close of the Commission informs Bridge Financing. Upon the Company that all written request of any of the Holders made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities required intended to be included in an Initial Registration Statement cannot, as a result disposed of by such Holders and the application intended method of Rule 415, be registered for resale as a secondary offering on a single registration statementdistribution thereof), the Company agrees to promptly (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to will use its commercially reasonable best efforts to advocate effect the registration under the 1933 Act of all Registrable Securities which the Company has been requested to register by any of the Holders in accordance with the Commission for intended methods of distribution specified in such request; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the registration of all effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with such registration, the Company may, at its election, give written notice of such determination to the Holders and, thereupon, will be relieved of its obligation to register any Registrable Securities in accordance connection with 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 be registered on a particular Registration Statement as a secondary offering (such registration and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) abovein case of a determination by the Company to delay registration of its securities, the Company will file with be permitted to delay the Commission, registration of Registrable Securities for the same period as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities delay in general, one or more registration statements on Form S-3 or registering such other form available securities; provided, -------- however, that the provisions of this Section 2 will not be deemed to register for resale those Registrable Securities that were not registered for resale on limit or ------- otherwise restrict the Initial Registration Statement, as amended, or rights of the New Registration Statement (the “Remainder Registration Statements”)Holders under Section 3.

Registration. (a) On In connection with the consummation of the Closing, on or prior to the Filing Deadline, the Company shall use its reasonable best efforts to prepare and file with the Commission a “shelfShelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, or if Rule 415 is not available for offers and sales of the Registrable Securities, Securities by such other means of distribution of Registrable Securities as the Holders may reasonably specify and that is permitted under the Securities Act (eachsuch Registration Statement, an the “Initial Registration Statement”). Each The Initial Registration Statement shall be on Form S-3 (except as provided S-1 or on another appropriate form in Section 2(d) below) subject to the provisions of Section 2(d) accordance herewith, and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Majority InvestorsCommission). Notwithstanding the registration obligations set forth in this subsection (a) and subsection subsections (b) and (c) of this Section 2, in the event that, with respect to any particular registration, the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 promptly to promptly (i) inform each of the Holders thereof and use its reasonable best efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 S-1 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 best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance; provided, including further, that the Company shall not, in connection with such amendment or New Registration Statement, agree to name any Holder as an “underwriter” in such amendment or New Registration Statement without limitation, the Manual prior written consent of Publicly Available Telephone Interpretations D.29such Holder. Notwithstanding any other provision of this AgreementAgreement and subject to the payment of liquidated damages in Section 2(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 commercially reasonable best diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement and the Subscription Agreements (whether pursuant to registration rights or otherwise), second by Registrable Securities represented by holders of Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders) and third by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the any New Registration Statement (the a “Remainder Registration StatementsStatement”).

Registration. (a) On or prior to the Filing Deadline, the The Company shall prepare and file with the U.S. Securities and Exchange Commission (the "SEC"), within 10 days following the Approval Date (as defined in the Warrants), a “shelf” Registration Statement registration statement under the Securities Act covering the resale of all by the Stockholders of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of Warrant Shares (the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial "Registration Statement”"). Each Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior the Company shall not be required to filing file the Registration Statement if the Approval Date occurs on or after the date on which the sale of all of the Warrant Shares without volume limitation pursuant to Rule 144 under the Securities Act (as such amendment rule may be amended) is permitted or New would have been permitted if the holders of the Warrants had acquired their Warrant Shares by exercise of the Warrants pursuant to section 2(b) thereof. If the Registration StatementStatement is not an "automatic shelf registration statement" pursuant to General Instruction D to Form S-3, the Company shall be obligated to use its commercially reasonable best efforts to advocate with cause the Commission for Registration Statement to be declared effective by the registration SEC as soon as reasonably practicable. The Company shall cause the Registration Statement to remain effective until the earlier of (i) the date on which the sale of all of the Registrable Warrant Shares without volume limitation pursuant to Rule 144 under the Securities in accordance with SEC Guidance, including without limitation, Act (as such rule may be amended) is permitted or would have been permitted if the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation holders of the number Warrants had acquired their Warrant Shares by exercise of Registrable Securities permitted the Warrants pursuant to be registered on a particular Registration Statement as a secondary offering (section 2(b) thereof and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) abovethe date on which all of the Warrant Shares have been sold (such earlier date, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”"Termination Date").

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders Company may reasonably specify determine (each, an the “Initial Registration Statement”). Each The Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) belowif the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1) subject to the provisions of Section 2(d2(f) and shall contain (except if unless otherwise directed by at least 85% in interest of the Holders or unless otherwise required pursuant to (i) written comments received from the Commission upon a review of such Registration StatementStatement or (ii) a change in SEC Guidance) the “Plan of Distribution” section approved substantially in the form attached hereto as Annex A. Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Majority InvestorsCompany for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 S-1 or such other form available to the Company 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 best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29Securities Act Rules Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities or other shares of Common Stock permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially commercial reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced reduced, if applicable, first, by eliminating any securities other than Registrable Securities included in such Registration Statement and thereafter, on a pro rata basis based on between the total number of unregistered Shares held Holders as follows: first, the Company shall reduce the Registrable Securities represented by such Holdersthe Warrant Shares; second, the Company shall reduce the Registrable Securities represented by the Conversion Shares; and third, the Company shall reduce the Registrable Securities represented by the Purchase Shares. In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). No Holder shall be named as an “underwriter” in any Registration Statement without such Holder’s prior written consent.

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an the “Initial Registration Statement”). Each The Initial Registration Statement shall be on Form S-3 S-1 (except or such other form available to register for resale the Registrable Securities as provided in Section 2(d) belowa secondary offering) subject to the provisions of Section 2(d2(e) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the a “Plan of Distribution” section approved substantially in the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Majority InvestorsCommission). Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 S-1 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 best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).D.29 and

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file a Registration Statement with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders Company may reasonably specify determine (each, an the “Initial Registration Statement”). Each The Initial Registration Statement shall be on Form S-3 S-1 or such other Commission form which the Company is eligible to use with respect to the resale from time to time, whether underwritten or otherwise, of the Registrable Securities by the Holders (except as provided in Section 2(d) belowif the Company is then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on Form S-3) subject to the provisions of Section 2(d2(e) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by substantially in the Majority Investors. form attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 S-1 or such other form available to the Company 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 best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities or other shares of Common Stock permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holdersbasis. In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 S-1 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). No Holder shall be named as an “underwriter” in any Registration Statement without such Holder’s prior consent.

Registration. (a) On or prior Request. Prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all fifth anniversary of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 orDistribution, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution any Holder(s) of Registrable Securities as (collectively, the Holders may reasonably specify (each, an “Initial Registration StatementInitiating Holder”). Each Initial ) shall have the right to request that the Company file a Registration Statement shall be with the SEC on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the appropriate registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that form for all or part of the Registrable Securities required held by such Holder, by delivering a written request thereof to be included in an Initial Registration Statement 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 specifying the number of shares of Registrable Securities such Holder wishes to promptly register (a “Demand Registration”). The Company shall (i) inform each within five days of the receipt of a Demand Registration, give written notice of such Demand Registration to all Holders thereof of Registrable Securities, and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate cause the Registration Statement to become effective in respect of each Demand Registration in accordance with the Commission intended method of distribution set forth in the written request delivered by the Holder as expeditiously as possible, and the Company shall use its commercially reasonable efforts to file such Registration Statement within 20 days of receipt of such request. The Company shall include in such Registration all Registrable Securities with respect to which the Company receives, within the 10 days immediately following the receipt by the Holder(s) of such notice from the Company, a request for inclusion in the registration from the Holder(s) thereof. Each such request from a Holder of all Registrable Securities for inclusion in the Registration shall also specify the aggregate amount of Registrable Securities proposed to be registered. For purposes of clarification, the Company can satisfy its obligation under this Section 2.1(a) to file a Registration Statement by filing a Shelf Registration Statement and can satisfy its obligation to complete a Demand Registration by filing a Prospectus under an effective Shelf Registration Statement that covers (i) the Registrable Securities requested by the Holders to be registered in accordance with 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 be registered on a particular Registration Statement as a secondary offering (Section 2.1(a) and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with plan of distribution requested by the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)participating Holders.

Registration. (a) a. On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders Company may reasonably specify determine (each, an the “Initial Registration Statement”). Each The Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) S-1 subject to the provisions of Section 2(d2(f) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by substantially in the Majority Investors. form attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 S-1 or such other form available to the Company 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 best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this AgreementAgreement and subject to the payment of Liquidated Damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities or other shares of Common Stock permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holdersbasis. In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 S-1 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). No Holder shall be named as an “underwriter” in any Registration Statement without such Holder’s prior written consent.

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an the “Initial Registration Statement”). Each The Initial 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 provided in Section 2(d) belowa secondary offering) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Majority InvestorsCommission). Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders holders thereof and use its commercially reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. 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 commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Registration. (a) On or prior to No later than the Filing Deadline, the Company shall prepare and file with the Commission a “shelfShelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, or if Rule 415 is not available for offers and sales of the Registrable Securities, Securities by such other means of distribution of Registrable Securities as the Holders may reasonably specify and that is permitted under the Securities Act (eachsuch Registration Statement, an the “Initial Registration Statement”). Each The Initial Registration Statement shall be on Form S-3 (except as provided S-1 or on another appropriate form in Section 2(d) below) subject to the provisions of Section 2(d) accordance herewith, and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Majority InvestorsCommission, except that no Holder shall be named as an “underwriter” without such Holder’s consent). In the event the Commission requires a Holder to be named as an “underwriter”, such Holder shall have the option to either be named as such in the Registration Statement or to exclude some or all of such Holder’s Registrable Securities from such Registration Statement to the extent necessary for such Holder to not be named as an underwriter in such Registration Statement (and such Registrable Securities excluded from the Initial Registration Statement at the option of any Holder shall be deemed “Cut Back Shares”, as defined below). Such Initial Registration Statement shall not seek to register any securities other than the Registrable Securities. Notwithstanding the registration obligations set forth in this subsection (a) and subsection subsections (b) and (c) of this Section 2, in the event that, with respect to any particular registration, the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 promptly to promptly (i) inform each of the Holders thereof and use its commercially reasonable best efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 S-1 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 best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance; provided, including without limitationfurther, that, the Manual Company shall not in connection with such amendment or New Registration Statement agree to name any Holder as an “underwriter” in such amendment or New Registration Statement without the prior written consent of Publicly Available Telephone Interpretations D.29such Holder. In the event the Commission requires a Holder to be named as an “underwriter”, such Holder shall have the option to either be named as such in the Registration Statement or to exclude some or all of such Holder’s Registrable Securities from such Registration Statement to the extent necessary for such Holder to not be named as an underwriter in such Registration Statement (and such Registrable Securities excluded from such Registration Statement at the option of any Holder shall be deemed “Cut Back Shares”, as defined below). 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 its commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities) (a “Cut-Back”), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on and such reduction shall be applied first to any Conversion Shares included in the total number of unregistered Registrable Securities, second to any Warrant Shares held by such Holdersincluded in the Registrable Securities and finally to any Shares included in the Registrable Securities, unless the SEC Guidance otherwise requires or the Holders otherwise agree (any Registrable Securities so removed from the Initial Registration Statement, the “Cut-Back Shares”). In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable best efforts to file with the Commission, as promptly as allowed by the Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement Cut-Back Shares (the a “Remainder Registration StatementsStatement”).

Registration. (a) On or prior to the applicable Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of (the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each The Initial Registration Statement shall be on Form S-3 (except as provided if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in Section 2(d) below) subject to which case such registration shall be on another appropriate form in accordance with the provisions of Section 2(dSecurities Act) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsection subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders holders thereof and use its reasonable best efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, Commission 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 best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance staff guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of that are not then outstanding Warrants not already covered by registered on an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of (the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “"Initial Registration Statement”"). Each The Initial Registration Statement shall be on Form S-3 (except that 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 provided in Section 2(d) belowa secondary offering) subject to the provisions of Section 2(d2(e) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “a "Plan of Distribution” " section approved substantially in the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Majority InvestorsCommission). Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statementstatement or that any Holder must be named as an underwriter in the Registration Statement, the Company agrees to promptly (ix) inform each of the Holders thereof and use its reasonable best efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (iiy) withdraw such the Initial Registration Statement and file a new registration statement (a “"New Registration Statement”"), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09, in each case without naming any Holder as an underwriter in the Manual Registration Statement. Each Purchaser shall have the right to comment or have their counsel comment on any written submission made to the staff of Publicly Available Telephone Interpretations D.29Commission (the "Staff") with respect to any disclosure specifically relating to such Purchaser. No such written submission shall be made to the Staff containing disclosure specifically relating to such Purchaser to which such Purchaser's counsel reasonably objects. Notwithstanding any other provision of this AgreementAgreement and subject to the payment of liquidated damages in Section 2(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 without naming any Holder as an underwriter (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders), subject to a determination by the Commission that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. Any reduction of Registrable Securities pursuant to this Section 2(a)(ii) shall occur only after all securities that are not Registrable Securities, if any, are first removed from such Registration Statement. In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (ix) or (iiy) above, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “"Remainder Registration Statements”"). No Holder shall be named as an "underwriter" in any Registration Statement without such Holder's prior written consent. The Company shall use its reasonable best efforts to cause each Registration Statement to be declared effective by the Commission as soon as practicable and, with respect to the Initial Registration Statement or the New Registration Statement, as applicable, no later than the Effectiveness Deadline (including, with respect to the Initial Registration Statement or the New Registration Statement, as applicable, filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days after the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be "reviewed," or not be subject to further review and the effectiveness of such Registration Statement may be accelerated), and, subject to Section 2(e), shall use its reasonable best efforts to keep each Registration Statement continuously effective under the Securities Act for so long as the securities registered for resale thereunder retain their character as "Registrable Securities" (the "Effectiveness Period"). The Company shall promptly notify the Holders via facsimile or electronic mail of the effectiveness of a Registration Statement or any post-effective amendment thereto on or before the first Trading Day after the date that the Company telephonically confirms effectiveness with the Commission. The Company shall, by 9:30 a.m. New York time on the first Trading Day after the Effective Date, file a final Prospectus with the Commission, as required by Rule 424(b). If: (i) the Initial Registration Statement is not filed with the Commission on or prior to the Filing Deadline, (ii) the Initial Registration Statement or the New Registration Statement, as applicable, is not declared effective by the Commission (or otherwise does not become effective) for any reason on or prior to the Effectiveness Deadline or (iii) after its Effective Date and except for the reasons as set forth in Section 3(j), (A) such Registration Statement ceases for any reason (including, without limitation, by reason of a stop order or the Company's failure to update the Registration Statement), to remain continuously effective as to all Registrable Securities included in such Registration Statement or (B) the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities for any reason (other than due to a change in the "Plan of Distribution" or the inaccuracy of any information regarding the Holders), in each case, for more than an aggregate of 30 consecutive days or 45 calendar days (which need not be consecutive days) during any 12-month period (other than as a result of a breach of this Agreement by a Holder) (any such failure or breach in clauses (i) through (iii) above being referred to as an "Event," and, for purposes of clauses (i) or (ii), the date on which such Event occurs, or for purposes of clause (iii), the date on which such 30 consecutive day period or 45 calendar day period, as applicable, is exceeded, being referred to as an "Event Date"), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) within five (5) Business Days after an Event Date, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities held by such Holder on such Event Date; and (y) on each 30-day anniversary (or pro rata portion thereof) following any Event Date (including, for the avoidance of doubt, a failure in clause (i), in which case each 30-day anniversary shall be measured commencing on the 31st day following such Event Date) until the earlier of (1) the applicable Event is cured or (2) the Registrable Securities are eligible for resale pursuant to Rule 144 without manner of sale or volume restrictions, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by such Holder. The amounts payable pursuant to the foregoing clauses (x) and (y) are referred to collectively as "Liquidated Damages." The parties agree that (1) notwithstanding anything to the contrary herein or in the Purchase Agreement, no Liquidated Damages shall be payable with respect to any period after the expiration of the Effectiveness Period and in no event shall the aggregate amount of Liquidated Damages payable to a Holder exceed, in the aggregate, 5.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement and (2) in no event shall the Company be liable in any 30-day period for Liquidated Damages under this Agreement in excess of 1.0% of the aggregate purchase price paid by the Holders pursuant to the Purchase Agreement. If the Company fails to pay any Liquidated Damages pursuant to this Section 2(c) in full within 30 Business Days after the date payable, the Company will pay interest thereon at a rate of 1.0% per month (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such Liquidated Damages are due until such amounts, plus all such interest thereon, are paid in full. Unless otherwise specified in this Section 2(c), the Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event, except in the case of the first Event Date. Notwithstanding the foregoing, nothing shall preclude any Holder from pursuing or obtaining any available remedies at law, specific performance or other equitable relief with respect to this Section 2(c) in accordance with applicable law. The Company shall not be liable for Liquidated Damages under this Agreement as to any Registrable Securities which are not permitted by the Commission to be included in a Registration Statement due solely to Rule 415 under the Securities Act from the time that it is determined that such Registrable Securities are not permitted to be registered until such time as the provisions of this Agreement as to the Remainder Registration Statements required to be filed hereunder are triggered, in which case the provisions of this Section 2(c) shall once again apply, if applicable. In such case, the Liquidated Damages shall be calculated to only apply to the percentage of Registrable Securities which are permitted in accordance with SEC Guidance to be included in such Registration Statement. The Effectiveness Deadline for a Registration Statement shall be extended without default or Liquidated Damages hereunder in the event that the Company's failure to obtain the effectiveness of the Registration Statement on a timely basis results from the failure of a Holder to timely provide the Company with information requested by the Company and necessary to complete the Registration Statement in accordance with the requirements of the Securities Act (in which the Effectiveness Deadline would be extended with respect to Registrable Securities held by such Holder). Each Holder agrees to furnish to the Company a completed Selling Stockholder Questionnaire not later than the Closing Date. At least five (5) Trading Days prior to the first anticipated filing date of a Registration Statement for any registration under this Agreement, the Company will notify each Holder of the information the Company requires from that Holder other than the information contained in the Selling Stockholder Questionnaire, if any, which shall be completed and delivered to the Company promptly upon request and, in any event, within two (2) Trading Days prior to the applicable anticipated filing date. Each Holder further agrees that it shall not be entitled to be named as a selling security holder in the Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless such Holder has returned to the Company a completed and signed Selling Stockholder Questionnaire and a response to any reasonable requests for further information as described in the previous sentence. If a Holder of Registrable Securities returns a Selling Stockholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall use its reasonable best efforts to take such actions as are required to name such Holder as a selling security holder in the Registration Statement or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable Securities identified in such late Selling Stockholder Questionnaire or request for further information. Each Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 2(d) will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement. 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 and (ii) undertake to register the Registrable Securities on Form S-3 promptly after such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission.

Registration. (a) On The Company agrees to file as soon as practicable, and in any event on or prior to the Filing Deadlinebefore May 15, the Company shall prepare and file with the Commission 2000, a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be registration statement on Form S-3 (except or Form S-1 in the event that the Company is not eligible to use Form S-3) for the registration under the Securities Act of all Registrable Securities, subject to the limitations of subsection 1.2(b). The Company shall use its best efforts to have such registration statement declared effective within thirty (30) days after filing. Priority Registrations. If a majority in interest of the Holders intend to distribute the Registrable Securities by means of an underwriting, they shall so advise the Company on or before February 29, 2000. The underwriter will be selected by a majority in interest of the Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 2(dsubsection 1.4(e)) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth enter into an underwriting agreement in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other customary 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 best efforts to advocate with the Commission underwriter or underwriters selected for the registration of all of the Registrable Securities in accordance with SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29such underwriting. Notwithstanding any other provision of this AgreementSection 1.2, if any SEC Guidance sets forth the underwriter advises the Holders in writing that marketing factors require a limitation of the number of Registrable Securities permitted shares to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that underwritten, then the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities)Securities that may be included in the underwriting shall be apportioned among such selling Holders in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company held by each Holder; provided, unless otherwise directed in writing by a Holder as to its Registrable Securitieshowever, that the number of Registrable Securities to be registered on included in such Registration Statement will underwriting shall not be reduced on a pro rata basis based on unless all other securities are first entirely excluded from the total number of unregistered Shares held by underwriting. Any such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file apportionment shall be in accordance with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants last sentence of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”Section 1.3(b). "Piggy-Back" Registration.

Registration. (a) (i) On or prior to the applicable Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Upfront Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Upfront Securities, by such other means of distribution of Registrable Upfront Securities as the Holders Company may reasonably specify determine (each, an the “Initial Upfront Securities Registration Statement”). Each The Initial Upfront Securities Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Upfront Securities on Form S-3, in which case such registration shall be on such other form available to the Company to register for resale of the Registrable Upfront Securities as provided in Section 2(d) belowa secondary offering) subject to the provisions of Section 2(d2(f) and shall contain (except if otherwise required pursuant to (i) written comments received from the Commission upon a review of such Registration Statement) or (ii) a change in SEC Guidance the “Plan of Distribution” section approved by substantially in the Majority Investors. form attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Upfront Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the applicable Initial Upfront Securities Registration Statement as required by the Commission and/or (ii) withdraw such the Initial Upfront Securities Registration Statement and file a new registration statement (a “New Upfront Securities Registration Statement”), in either case covering the maximum number of Registrable Upfront Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Upfront Securities as a secondary offering; provided, however, that prior to filing such amendment or New Upfront Securities Registration StatementStatement , the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Upfront Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this AgreementAgreement and subject to the payment of Liquidated Damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Upfront Securities or other shares of Common Stock permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Upfront Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Upfront Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holdersbasis. In the event the Company amends an the Initial Upfront Securities Registration Statement or files a New Upfront Securities Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Upfront Securities that were not registered for resale on the Initial Upfront Securities Registration Statement, as amended, or the New Upfront Securities Registration Statement (the “Remainder Upfront Securities Registration Statements”). No Holder shall be named as an “underwriter” in any Registration Statement without such Xxxxxx’s prior written consent.

Registration. All applications and registrations for or that include a Licensed Mark (a) On or prior to the Filing Deadlineincluding, for further clarity, the Company House Mark) shall prepare be filed in the name of NCR (or an Affiliate of NCR designated by NCR) and, as between NCR and ATMCo and their respective Affiliates, NCR (or an Affiliate of NCR designated by NCR) shall file the documents with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”)applicable Governmental Authorities in connection therewith. Each Initial Registration Statement NCR shall be on Form S-3 (except as responsible for prosecuting, registering, and maintaining applications and registrations for the Licensed Marks; provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2that, in the event that NCR intends to abandon any such registration or application for a Licensed Mark, it shall provide written notice to ATMCo of such intent and, upon ATMCo’s written request within thirty (30) Business Days of such written notice, NCR shall continue to maintain such application or registration at ATMCo’s cost (or, at NCR’s discretion, ATMCo shall be responsible for prosecuting, registering, and maintaining any such application and registration, in the Commission informs name of NCR at ATMCo’s cost). ATMCo shall be responsible for the Company cost of searching, investigating, filing, prosecuting, registering and maintaining such applications and registrations that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each are for or constitute a portion of the Holders thereof and file amendments to Marks in Schedule 2 in combination with the applicable Initial Registration Statement as required by the Commission and/or House Mark; (ii) withdraw cover only the XXXXx Xxxxxx, or (iii) are solely used by ATMCo and its Affiliates (and not NCR or its Affiliates). ATMCo and NCR shall each be responsible for fifty percent (50%) of the cost of searching, investigating, filing, prosecuting, registering and maintaining such Initial Registration Statement applications and file registrations that are for or constitute a new registration statement portion of the Licensed Marks used by both NCR and ATMCo (a “New Registration Statement”or their respective Affiliates), in either case covering including the maximum number Shared Product Marks. At the reasonable request of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration StatementParty, the Company other Party shall be obligated to use reasonably consult and cooperate with such Party in connection with NCR’s and its commercially reasonable best efforts to advocate with the Commission Affiliates’ filings for the registration of all of the Registrable Securities in accordance with 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 applications and registrations for or that include 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 commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Licensed Mark.

Registration. The Investor shall be entitled to one demand registration right relating to the registration under the Securities Act of the Common Stock issuable upon conversion of the Preferred Stock (the “Restricted Stock”) (a) On or prior within thirty (30) days after the occurrence of the earlier of (i) the first anniversary of the Closing date of (ii) the conversion of the Preferred Stock into Common Stock pursuant to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all terms of the then outstanding Registrable Securities Term Sheet or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) at the time at which demand to register other restricted stock of this Section 2the Company (other than employee stock options on Form S-8) is made by the holders thereof. In addition, the Investor shall have, for a period of three (3) years after the Closing Date, so called “piggy back” registration rights with respect to the Restricted Stock in case the Company undertakes to sell shares of Common Stock in an underwritten public offering pursuant to a registration statement under the Securities Act. Such rights shall be subject to customary limitations imposed by the underwriters, or customary terms and conditions to be mutually agreed upon by the Company and such Investor. In addition, in the event the Commission informs an Investor becomes an Affiliate of the Company that all or is deemed an Affiliate of the Registrable Securities required Company, then such Investor shall be entitled to be included in an Initial Registration Statement cannot, as a result one demand registration right relating to the registration of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, Securities under the Company agrees to promptly (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offeringAct; provided, however, that prior such registration shall not be available to filing such amendment or New Registration Statement, the Investor if the Investor has exercised his registration right pursuant to one of the alternatives set forth above. The Company shall be obligated to use its commercially reasonable best efforts to advocate bear all expenses in connection with the Commission for the Company’s registration of the Securities pursuant to this Section 5.3, provided, however, that the Investor shall bear the costs of all underwriting discounts and selling commissions and similar fees applicable to the sale of the Registrable Securities in accordance with SEC Guidance, including without limitation, the Manual and fees and expenses 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 be registered on a particular Registration Statement as a secondary offering (its legal counsel and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)transfer taxes.

Registration. (a) On or prior to the Filing DeadlineDate, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all 100% of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or415; provided, however, that if the Commission takes the position that the offering of some or all of the securities included in the Registration Statement are not eligible to be made on a delayed or continuous basis under the provisions of Rule 415, the Company shall amend the Registration Statement prior to its effectiveness to remove from the Registration Statement such portion of the Registrable Securities (the “Cut-back Shares”) and/or agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 is not available for offers (collectively, the “Commission Restrictions”). In the event of a cut-back of the Registrable Securities pursuant to this Section 2(a) (“Cut-back”) and sales unless Commission Restrictions require otherwise, the registration of the Registrable Securities shall be subject to the priority of registration of the securities covered by the following Registration Rights Agreements which the Company shall assume: (i) that certain Registration Rights Agreement dated January 23, 2012, between the Company’s subsidiary and certain holders (the “Priority Shares”) and (ii) that certain Registration Rights Agreement dated April 20, 2012 (the “Private Placement Shares”), such that the shares of the Company’s Common Stock that are entitled to be included in the Registration Statement shall first be allocated to the Priority Shares, second to the Private Placement Shares, and third to the Registrable Securities. In the event of a Cut-back, the Registrable Securities that are entitled to be included in the Registration Statement shall first be allocated to the holders of the Registrable Common Stock on a pro-rata basis and second to the holders of the Warrant Shares on a pro-rata basis, unless the Commission Restrictions require otherwise. In the event that holders of securities, other than the Registrable Securities, by such other means of distribution the Priority Shares and the Private Placement Shares are entitled to registration rights (“Other Shares”), the securities that are entitled to be included in the registration shall first be allocated to the Priority Shares, second to the Private Placement Shares, third, to the Holders of Registrable Securities and, thereafter, to the Other Shares, subject to such allocation priorities as set forth in the Holders may reasonably specify (each, an “Initial Registration Statement”)registration rights agreements for such Other Shares. Each Initial The Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, substantially in the event the Commission informs the Company that all of the Registrable Securities form attached hereto as Annex A, with such changes as are reasonably required to be included in an Initial Registration Statement 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 respond to promptly (i) inform each of the Holders thereof and file amendments any comments to the applicable Initial Registration Statement as required such section by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering to comply with then applicable securities laws. Subject to the maximum number terms of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statementthis Agreement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with cause such Registration Statement to be declared effective under the Commission for Securities Act as promptly as possible after the registration filing thereof, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the earlier of (A) the date that is two (2) years after the date on which all the shares of the Company’s Common Stock included in the Registrable Securities in accordance with SEC Guidanceare issued to the Holders, including without limitation, (B) 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 date on which there ceases to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its outstanding any Registrable Securities, and (C) the number of date on which the Company receives an opinion from its legal counsel to the effect that all Registrable Securities to can be registered on such Registration Statement will be reduced on freely traded without the continued effectiveness of a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration StatementsEffectiveness Period”).

Registration. (a) On or prior to If at any time during the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Effectiveness Period there is not an effective Registration Statement covering the resale of all of the then outstanding Registrable Securities and (i) the Company shall determine to prepare and file with the Commission a Registration Statement relating to an offering for its own account or Registrable the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable upon exercise in connection with stock option or other employee benefit plans, then the Company shall send to the Bank written notice of then outstanding Warrants not already covered by an existing and effective such determination and, if within five business days after receipt of such notice, the Bank shall so request in writing, the Company shall include in such Registration Statement for an offering resale all or any part of such Registrable Securities such holder requests to be registered; or (ii) the Company is then eligible to submit Registration Statements covering secondary offerings of its equity securities on Form S-3 (or any successor form) under the Securities Act, and the Bank requests, in writing, that the Company submit a Registration Statement covering all or part of the resale of the Registrable Securities for offerings to be made on a continuous basis pursuant to Rule 415 or415, if then the Company shall, not less than forty-five days after the receipt of such request, submit a Registration Statement on Form S-3 (or any successor form) covering the Registrable Securities; provided, that, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(a) that are eligible for resale pursuant to Rule 415 is 144 promulgated under the Securities Act or that are the subject of a then effective Registration Statement and provided further that the Company shall not available for offers and sales be required to effect registration pursuant to a request under clause (ii) above of this Section 2(a) more than once during any twelve (12) month period. Upon the effectiveness of a Registration Statement covering the Shares, the Company shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the earlier of (a) the date on which the Bank no longer owns any of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that until all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required covered by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will have been sold or may be reduced on a pro rata basis based on sold without volume restrictions pursuant to Rule 144 as determined by the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided counsel to the Company or pursuant to registrants of securities in generala written opinion letter to such effect, one or more registration statements on Form S-3 or such other form available addressed and acceptable to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or Company’s transfer agent and the New Registration Statement Bank (the “Remainder Registration StatementsEffectiveness Period”); and (c) June __, 2008. The Company shall promptly notify the Bank via email of the effectiveness of the Registration Statement.

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an the “Initial Registration Statement”). Each The Initial Registration Statement shall be an amendment to the Company’s existing registration statement on Form S-3 S-1 (File No. 333-145082) (except if the Company is then ineligible to register for resale all of the Registrable Securities on such Form S-1, in which case such registration shall be on such other form available to register for resale of the Registrable Securities as provided in Section 2(d) belowa secondary offering) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors). Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders holders thereof and use its commercially reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 S-1 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 best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this AgreementAgreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreements (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 Holders on a pro rata basis based on the total number of 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 Shares held by such Holders). In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Registration. Promptly after the date of this Agreement, Ascend ------------ shall (ai) On or prior file with the SEC a Registration Statement Form S-3 with respect to one-third of the shares of Ascend Common Stock issuable to Holder pursuant to the Filing Deadline, Assumed Options (the Company "Registration Statement") and shall use its ---------------------- reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable after filing and to keep the Registration Statement effective until the Termination Date (as hereinafter defined); (ii) prepare and file with the Commission a “shelf” SEC such amendments and supplements to the Registration Statement covering and the resale prospectus used in connection therewith as may be necessary, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in the Registration Statement until the Termination Date (as hereinafter defined); (iii) furnish to Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus) in conformity with the requirements of the Securities Act, and such other documents, as Holder may reasonably request in order to effect the offering and sale of the shares of Ascend Common Stock to be offered and sold, but only while Ascend shall be required under the provisions hereof to cause the Registration Statement to remain current; and (iv) use reasonable efforts to register or qualify the shares of Ascend Common Stock covered by the Registration Statement under the securities or blue sky laws of such jurisdictions as Holder shall reasonably request (provided that Ascend shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction where it has not been qualified). For purposes of this Section 3(a), "Termination Date" means the earlier of (i) ---------------- December 27, 1998, (ii) the date on which Holder can sell all of the then outstanding Registrable Securities shares of Ascend Common Stock issued to Holder pursuant to the 5 Merger or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering pursuant to be made on a continuous basis the Assumed Options pursuant to Rule 415 or, if Rule 415 is not available for offers and sales 144 of the Registrable SecuritiesSEC under the Securities Act, by and (iii) the date on which all such other means shares of distribution of Registrable Securities as the Holders may reasonably specify (each, Ascend Common Stock have been resold pursuant to Rule 144 or an “Initial effective Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Registration. (a) On or prior Subject to the Filing Deadlineterms and conditions of this Agreement, the Company shall (i) prepare and file file, no later than one hundred eighty (180) days from the date hereof, with the Commission SEC a registration statement on Form S-1 (or similar form) under the Securities Act (the “shelf” S-1 Registration Statement covering Statement”) for the resale by the Buyer of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be ii) if it becomes eligible to file a registration statement on Form S-3 under the Securities Act, prepare and file, no later than ninety (except as provided in Section 2(d90) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received days from the Commission upon date it becomes eligible to file a review registration statement on Form S-3, a registration statement on Form S-3 for the resale by the Buyer of such Registration Statement) all Registrable Securities (the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New S-3 Registration Statement”), and (iii) if due to an increase in either case covering the maximum number of Registrable Shares under the Securities required to Purchase Agreement or the Certificate of Designation there are Registrable Shares that are not registered under the S-1 Registration Statement or the S-3 Registration Statement, prepare and file, within sixty (60) days of the date of such an increase a new S-1 Registration Statement or S-3 Registration Statement, as applicable, so that all the Registrable Shares may be included in an Initial resold by the Buyer (the “Revised Registration Statement” and, together with the S-1 Registration Statement and permitted to be registered by the CommissionS-3 Registration Statement, on Form S-3 the “Registration Statements”). The Company shall keep the Registration Statement “Evergreen” for the life of the Series C Preferred Stock or such other form until Rule 144 of the Securities Act is available to register for resale the Registrable Securities Buyer with respect to all of the Conversion Shares whichever is later. The Company shall retain, and pay at its sole expense, a law firm to file the Registration Statement subject to the reasonable approval of a majority of the Required Holders (as a secondary offeringdefined in the Certificate of Designation) of the Buyer; provided, however, that prior in no event shall the Company be required to retain any law firm in addition to its current securities counsel for purposes of this Agreement. Prior to the filing such amendment or New of the Registration StatementStatement with the SEC, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all furnish a copy of the Registrable Securities in accordance with 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New to the Buyer for their review and comment. The Buyer shall furnish comments on the Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided Statement to the Company or to registrants within twenty-four (24) hours of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or receipt thereof from the New Registration Statement (the “Remainder Registration Statements”)Company.

Registration. The Sponsor and SPAC shall ensure that the Investor Shares (ai) On or prior to the Filing Deadline, the Company extent feasible and in compliance with all applicable laws and regulations shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single part of any registration statementstatement issuing shares before or in connection with the De-SPAC Closing, the Company agrees to promptly (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or or (ii) withdraw if no such Initial Registration Statement and file a new registration statement is filed in connection with the De-SPAC Closing, shall promptly be registered for resale pursuant to the first registration statement filed by the SPAC or the surviving entity following the De-SPAC Closing, which shall be filed no later than 45 days after the De-SPAC Closing and declared effective by the U.S. Securities and Exchange Commission no later than 150 days after the De-SPAC Closing (a the “New Registration StatementRequirement”), in either case covering . The SPAC or the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by surviving entity following the Commission, 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 De-SPAC Closing will use its commercially reasonable best efforts to advocate with provide a draft of such registration statement to the Commission Investor for review at least two (2) business days in advance of filing the registration statement; provided that, for the avoidance of doubt, in no event shall the SPAC or the surviving entity following the De-SPAC Closing be required to delay or postpone the filing of such registration statement as a result of all or in connection with Investor’s review. Without modifying the foregoing and in furtherance of Sponsor and SPAC’s obligations under this Section 1.4, upon the Registrable Securities reasonable request of Sponsor or SPAC, Investor agrees to (and shall cause any of its permitted assigns to agree to), solely in accordance relation to the Subscription Shares, enter into a joinder agreement relating to any registration or investor rights agreement (each a “Joinder”) which the Sponsor is or becomes subject to, as at the De-SPAC Closing. If the Investor is required to enter into a Joinder, then, notwithstanding anything to the contrary, Investor shall be released with SEC Guidance, including without limitation, respect to the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding Subscription Shares from any transfer or lock-up restrictions under the relevant underlying agreements to the same extent as any other provision holder of SPAC founder shares, (including the Sponsor) is released from such restrictions. Except as envisaged by this Agreement, if the Sponsor shall not sell, transfer, or otherwise dispose of any SEC Guidance sets forth a limitation of SPAC securities owned by the number of Registrable Securities permitted Sponsor until the Capital Investment has been repaid to be registered on a particular Registration Statement the Investor as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration return of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securitiescapital, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Investor Shares held by such Holders. In the event the Company amends an Initial Registration Statement have been transferred or files a New Registration Statement, issued (as the case may be, under clauses (iapplicable) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on Investor and the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Requirement has been complied with.

Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities or Registrable Securities issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an the “Initial Registration Statement”). Each The Initial Registration Statement shall be on Form S-3 (except (i) 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 provided in Section 2(da secondary offering and (ii) belowif the Company is a WKSI, such registration shall be an automatically effective Registration Statement, or if an existing registration statement on Form S-3ASR is effective, the Company may file a prospectus supplement to each existing registration statement registering the resale of the Registrable Securities) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section approved substantially in the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Majority InvestorsCommission). Notwithstanding the registration obligations set forth in this subsection (a) and subsection (b) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29Compliance and Disclosure Interpretation 612.09. 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 commercially reasonable best diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced reduced: first 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 Holders on a pro rata basis based on the total number of 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 Shares held by such Holders). In the event the Company amends an the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Registration. (a) On If B&G Foods proposes to register any of its XXXx (or prior shares of Class A Common Stock or Senior Subordinated Notes comprising the XXXx) under the Securities Act (other than a registration (i) on Form S-8 or S-4 or any successor or similar forms or (ii) relating to the Filing DeadlineXXXx, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities Class A Common Stock or Registrable Securities Senior Subordinated Notes issuable upon exercise of then outstanding Warrants not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 oremployee stock options or in connection with any employee benefit or similar plan of B&G Foods), if Rule 415 is not available for offers and sales of the Registrable SecuritiesB&G Foods shall each such time, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be on Form S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d2.1(b) hereof, give prompt written notice at least concurrently with the initial filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.1 and shall contain offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (except if otherwise each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”). Upon the written request of any Relevant Shareholder made within 15 days after the receipt of notice from B&G Foods (which request shall specify the amount and kinds of Registrable Securities intended to be disposed of by such Relevant Shareholders), B&G Foods will use its best efforts to effect the registration under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required pursuant to written comments received from permit the Commission upon a review disposition of such Registration StatementSecurities to be so registered; provided that (y) if such registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the “Plan underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of Distribution” section approved by its intention to register any Class B Common Stock pursuant to this Section 2.1(a) and prior to the Majority Investors. Notwithstanding effective date of the registration obligations set forth statement filed in this subsection (a) and subsection (b) connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single 2.1 and Section 2.2. All Shareholders properly requesting registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required under this Section 2.1 are referred to be included in an Initial Registration Statement as “Holders” and permitted all Registrable Securities sought to be registered by the Commissionsuch Holders pursuant to this Section 2.1 or by a BRS Entity, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; providedCanterbury Entity, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with 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 be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all CIT Entity or a greater number of Registrable Demand Transferee pursuant to Section 2.2 are referred to as “Registration Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements.”).