Common use of Additional Registrable Securities Clause in Contracts

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten Business Days of the request of any Investor or the occurrence of a change in the Warrant Price as described above, the Company will make payment to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, upon the written demand of any Investor the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person (other than the Other Investors) who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their Investors’ counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten Business Days thirty (30) days of the request written demand of any Investor or the occurrence of a change in the Warrant Price as described aboveInvestor, the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Conversion Price (as defined in the Preferred Stock) or the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the conversion of the Shares or the exercise of the WarrantsWarrants (the “Additional Shares”), the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”), subject to the Required Investors’ consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to such Registration StatementCommon Stock or other securities for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten five Business Days of the request of any Investor or upon the occurrence of a change any of the events specified in the Warrant Price as described abovethis Section 2(a)(ii), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in (a) the Warrant Conversion Price with respect to the Preferred Stock (as defined in the WarrantCertificate of Designations, Preferences and Rights of the Preferred Stock filed with the Secretary of State of Delaware (the “Certificate”)) or upon the issuance of any PIK Shares such that additional shares of Common Stock become issuable upon the conversion of the outstanding Preferred Stock or (b) the Exercise Price of the Warrants (as defined in the Warrants) such that additional shares of Common Stock become issuable upon the exercise of the Warrantsoutstanding Warrants (such additional shares of Common Stock referenced in (a) and (b) above shall be referred to herein as “Additional Shares”), prior to the issuance of any PIK Shares or any other Additional Shares, the Company shall prepare and file file, as soon as practicable but in any event within 90 days of such change, with the SEC one or more Registration Statements on Form SB-2 S-1, or, if available, Form S-3, or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (oreffective, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement; provided, however, that the Company may, pursuant to Regulation D under the 1933 Act, issue (i) PIK Shares prior to filing a Registration Statement covering the related Conversion Shares in accordance with Section 2(b) of the Certificate and (ii) Common Stock in payment of the Redemption Premium (as defined in the Certificate) prior to filing a Registration Statement covering such Common Stock in accordance with Section 4B; provided, that the Company shall in such event prepare and file, as soon as practicable but in any event within 90 days of the issuance of such PIK Shares or Common Stock, as the case may be, with the SEC one or more Registration Statements on Form S-1, or, if available, Form S-3, or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective, covering the resale of the Additional Shares related to such PIK Shares or Common Stock, as the case may be. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel Holders prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten Business Days of the request of any Investor or the occurrence of a change in the Warrant Price as described above, the Company will make payment to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”), subject to the Required Investors’ consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to such Registration StatementCommon Stock or other securities for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten (10) Business Days of the request of any Investor or upon the occurrence of a change any of the events specified in the Warrant Price as described abovethis Section 2(a)(ii), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Additional Registrable Securities. Upon the written demand of any Investor and Investor, upon any change in the Warrant Price (as defined in the WarrantWarrants) or the Conversion Price (as defined in the Notes) such that additional shares of Common Stock Ordinary Shares become issuable upon the exercise of the WarrantsWarrants or the conversion of the Notes, and upon any increase in the number of Payment Shares to be issued under the Notes beyond those covered by the Registration Statement, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 F-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 F-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock Ordinary Shares (the “Additional Shares”), subject to the Required Investors’ consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock Ordinary Shares resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten five Business Days of the request of any Investor or upon the occurrence of a change any of the events specified in the Warrant Price as described abovethis Section 2(a)(ii), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash. For the avoidance of doubt and as an example only, in the event that a Registration Statement covering US$100,000 of Ordinary Shares was filed three days late, the Company would be liable for liquidated damages in the amount of US$100.00.

Additional Registrable Securities. Upon the written demand of any Investor Holder and upon any change in the Warrant Exercise Price (as defined in the applicable Warrant) such that additional shares of Common Stock Shares become issuable upon the exercise of the WarrantsWarrants (the “Additional Shares”), the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 F-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 F-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Holder shall be named as an “underwriter” in the Registration Statement without the Holder’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock Shares resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Such Registration Statement shall not include any Common Shares or other securities for the account of any other holder without the prior written consent of Holder, except as required by any agreement entered into by the Company shall use its reasonable best efforts prior to obtain from each person who now has piggyback registration rights a waiver the date of those rights with respect to such Registration Statementthis Agreement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Holders and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten (10) Business Days of the request of any Investor Holder or upon the occurrence of a change any of the events specified in this Section 2(a)(ii) (the Warrant Price as described above“Additional Shares Filing Deadline”), the Company will make payment pro rata payments to each InvestorHolder, as liquidated damages and not as a penalty, in an amount equal to 1.52.0% of the aggregate purchase price paid by such Investor pursuant to product of the Purchase Agreement Exercise Price (as defined in the Warrants) and the number of Warrant Shares for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed Additional Shares Filing Deadline for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the InvestorsHolders’ exclusive monetary remedy for such events, but shall not affect the right of the Holders to seek injunctive relief. Such payments shall be made to each Investor Holder in cashcash no later than three (3) Business Days after the end of each such 30-day period.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Conversion Price (as defined in the Notes) or the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the conversion of the Notes or the exercise of the WarrantsWarrants (the “Additional Shares”), the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 S-1 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 S-1 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to such Registration StatementCommon Stock or other securities for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten five Business Days of the request of any Investor or upon the occurrence of a change any of the events specified in the Warrant Price as described abovethis Section 2(a)(ii), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change the issuance or deemed issuance by the Company of shares of Common Stock such as to trigger the anti-dilution provisions contained in the Warrant Price (as defined Warrants and in Section 7.10 of the Warrant) Purchase Agreement regarding issuances or deemed issuances by the Company of shares of Common Stock at a price per share less than the prices set forth therein such that additional shares of Common Stock become issuable upon pursuant to the exercise of Warrants or the WarrantsPurchase Agreement, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “"Additional Shares”"), subject to the Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten five (5) Business Days of the request of any Investor or the occurrence of a change in the Warrant Price as described aboveInvestor, the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.52.0% of the aggregate purchase price amount paid by such Investor pursuant on the Closing Date to the Purchase Agreement Company for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ ' exclusive remedy for such events. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within five (5) Business Days of the last day of each 30-day period during which the Registration Statement has not been filed. Such payments payment shall be made to each Investor in cashcash or, at the option of such Investor, in additional fully paid and non-assessable shares of Common Stock not later than three Business Days following the end of each 30-day period. Each share of Common Stock shall be deemed to have a value equal to the arithmetic mean of the Closing Prices for the ten (10) trading days beginning twenty (20) trading days prior to the issuance of such shares. An offering under this Section 2(a) will not be underwritten without the written consent of the Company and the Required Investors which consent shall not be unreasonably withheld or delayed.

Additional Registrable Securities. Upon In the written demand of any Investor and upon event that there is any change in the Warrant Price (as defined in number of shares issuable upon exercise of the Warrant) Warrants such that additional shares of Common Stock become issuable upon the exercise of the WarrantsWarrants (other than a change within the contemplation of Rule 416) (collectively, “Additional Registrable Securities”), the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)Registrable Securities) covering the resale of the Additional SharesRegistrable Securities, but only to the extent the Additional Shares Registrable Securities are not at the time covered by an effective Existing Registration. Subject to any SEC comments, such Registration StatementStatement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Holder shall be named as an “underwriter” in the Registration Statement without the Holder’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional SharesRegistrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to such Registration StatementCommon Stock or other securities for the account of any other holder without the prior written consent of the Required Holders. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Holders and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares Registrable Securities is required to be filed under this Section 2(a)(ii) and is not filed ), the Company shall file such Registration Statement with the SEC promptly and, in any event within ten Business five (5) Trading Days of the request occurrence of any Investor or the occurrence of a change in the Warrant Price as described above, the Company will make payment to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid by such Investor pursuant to events specified in this Section 2(a)(ii) (the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the “Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cashRegistrable Securities Filing Deadline”).

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock Ordinary Shares become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 F-1 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 F-1 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock Ordinary Shares (the “Additional Shares”), subject to the Required Investors’ consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock Ordinary Shares resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any Ordinary Shares or other securities for the account of those rights with respect to such Registration Statementany other holder, other than the Other Shares, without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten five Business Days of the request of any Investor or upon the occurrence of a change any of the events specified in the Warrant Price as described abovethis Section 2(a)(ii), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change the issuance or deemed issuance by the Company of shares of Common Stock such as to trigger the anti-dilution provisions contained in the Warrants regarding issuances or deemed issuances by the Company of shares of Common Stock at a price per share less than the then effective Warrant Price (as defined in the Warrant) ), or any other change in the Warrant Price such that additional shares of Common Stock become issuable upon the exercise of pursuant to the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Warrant Shares”), subject to the Investors’ consent) covering the resale of the Additional Warrant Shares, but only to the extent the Additional Warrant Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Warrant Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Warrant Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten twenty Business Days of the request of any Investor or the occurrence of a change in the Warrant Price as described aboveInvestor, the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate purchase price amount paid by such Investor pursuant on the Closing Date to the Purchase Agreement Company for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Warrant Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cashcash or, at the option of such Investor, in additional fully paid and non-assessable shares of Common Stock not later than three Business Days following the end of each 30-day period. Each share of Common Stock shall be deemed to have a value equal to the arithmetic mean of the Closing Prices for the ten (10) trading days beginning twenty (20) trading days prior to the issuance of such shares.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”), subject to the Required Investors’ consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten Business Days of the request of any Investor or upon the occurrence of a change any of the events specified in the Warrant Price as described abovethis Section 2(a)(ii), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Additional Registrable Securities. Upon In the written demand of any Investor and upon event that there is any change in the Warrant Conversion Price (as defined in of the Warrant) Series A Preferred Stock such that additional shares of Common Stock become issuable upon the exercise conversion of the WarrantsSeries A Preferred Stock (other than a change within the contemplation of Rule 416) (collectively, “Additional Registrable Securities”), the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)Registrable Securities) covering the resale of the Additional SharesRegistrable Securities, but only to the extent the Additional Shares Registrable Securities are not at the time covered by an effective Registration Statement. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent.. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional SharesRegistrable Securities. The Company Such Registration Statement shall use its reasonable best efforts not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Required Investors; provided that the Other Shares can be included in the Registration Statement subject to obtain from each person who now has piggyback registration rights a waiver the provisions of those rights with respect to such Registration StatementSection 2(d). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares Registrable Securities is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten five Business Days of the request occurrence of any Investor or of the occurrence of a change events specified in this Section 2(a)(ii) (the Warrant Price as described above“Additional Registrable Securities Filing Deadline”), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed Additional Registrable Securities Filing Deadline for which no Registration Statement is filed with respect to the Additional SharesRegistrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashcash no later than three (3) Business Days after the end of each 30-day period in which such liquidated damages accrue.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Conversion ----------------------------------- Price (as defined in the Notes) or the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the conversion of the Notes or the exercise of the WarrantsWarrants (the "Additional Shares"), the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective covering the resale of the Additional Shares (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416416 under the 1933 Act), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares, if any. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten five Business Days of the request occurrence of any Investor or of the occurrence of a change events specified in the Warrant Price as described abovethis Section 2(a)(ii), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash.' exclusive

Additional Registrable Securities. Upon If at any time during the written demand effectiveness of any Investor and upon any change in the Warrant Price (as defined in Registration Statement, the Warrant) such that additional number of Registrable Securities exceeds 90% of the number of shares of Common Stock become issuable upon then registered in the exercise of the WarrantsRegistration Statement, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available or, if permissible, amend the Registration Statement filed pursuant to clause (i) above to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”), subject to the Required Investors’ consent) covering the resale of one hundred and ten (110%) percent of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten forty-five (45) Business Days of the request of any Investor or upon the occurrence of a change any of the events specified in this Section 2(a)(ii) (the Warrant Price as described above“Additional Shares Filing Deadline”), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid amount invested by such Investor pursuant with respect to the Purchase Agreement Additional Shares for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cashcash and shall be paid monthly within three (3) Business Days after the last day of each month following the Additional Shares Filing Deadline.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in adjustment pursuant to Section 7.9 of the Warrant Price (as defined in the Warrant) Purchase Agreement such that additional shares of Common Stock become issuable upon to the exercise of the WarrantsInvestors, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”), subject to the Required Investors’ consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel Investors’ Counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten five Business Days of the request of any Investor or upon the occurrence of a change any of the events specified in the Warrant Price as described abovethis Section 2(a)(ii), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Additional Registrable Securities. Upon the written demand of any Investor and upon the earlier of (i) any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, (ii) any increase in the number of Conversion Shares or Interest Shares issued or issuable under the Notes, or (iii) the issuance of any Delayed Filing Shares or Delayed Effectiveness Shares, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “"Additional Shares”"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective a filed Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights rights, other than the Creditors and the Placement Agent, a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten fifteen (15) Business Days of the request of any Investor or within fifteen (15) days of the occurrence of a change any of the events specified in the Warrant Price as described abovethis Section 2(a)(ii), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in newly issued, fully paid and non-assessable shares of Common Stock ("Additional Delayed Filing Shares") in an amount (valued as set forth below) equal to 1.53% of the aggregate purchase price paid Registrable Securities then owned by such Investor pursuant or which such Investor then has the right to the Purchase Agreement acquire for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares; provided, however, that the aggregate of the Other Shares shall not exceed more than 12% of the total Registrable Securities (including any such Other Shares) then owned by such Investor or which such Investor then has the right to acquire; and, provided, further that the Additional Delayed Filing Shares shall be valued at the aggregate Market Price of such Additional Delayed Filing Shares as of the date of their issuance. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ ' exclusive remedy for such events. Such payments ; provided, however, that the Investors shall be made have the continuing right to each Investor in cashseek specific performance of the Company's obligations hereunder.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “"Additional Shares”"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that, for any Person who has not waived his, her or its piggyback registration rights with respect to the Registration Statement, all of the shares for which such Person has piggyback registration rights may be included in any Registration Statement filed to cover the resale of the Additional Shares. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten five Business Days of the request of any Investor or the occurrence of a change in the Warrant Price as described aboveInvestor, the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ ' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Additional Registrable Securities. Upon the written demand of any Investor and upon following any issuance of Anti-Dilution Shares and/or any change in the Warrant Price (as defined in the WarrantWarrants and the Placement Agent Warrants) such that additional shares of Common Stock become issuable upon the exercise of the Warrants or the Placement Agent Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “"Additional Shares”"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten Business Days (10) days of the request of any Investor or upon the occurrence of a change any of the events specified in the Warrant Price as described abovethis Section 2(a)(ii), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.52.0% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ ' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the WarrantAlternative Warrants) such that additional shares of Common Stock become issuable upon the exercise of the Alternative Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”), subject to the Required Investors’ consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to such Registration StatementCommon Stock or other securities for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten (10) Business Days of the request of any Investor or upon the occurrence of a change any of the events specified in the Warrant Price as described abovethis Section 2(a)(ii), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the amount that is equal to (A) the aggregate purchase number of Alternative Warrant Shares (i.e., 522,815), multiplied by (B) an assumed price paid by such Investor pursuant to the Purchase Agreement per Warrant Share of $2.00, for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Additional Registrable Securities. Upon In the written demand event that (x) the Company has issued to an Investor any PIK Shares (as defined in the Certificate of any Investor and upon Designation) or (y) there is any change in the Warrant Conversion Price (as defined in the WarrantCertificate of Designation) or the exercise price of the Warrants such that additional shares of Common Stock become issuable upon the conversion of the Shares or the exercise of the WarrantsWarrants (other than a change within the contemplation of Rule 416) (such additional shares of Common Stock, together with such PIK Shares, collectively, “Additional Registrable Securities”), the Company shall shall, upon the written request of Investors holding not less than an aggregate of 500,000 Additional Securities, prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)) covering the resale of the Additional SharesRegistrable Securities) or amending the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective, but only to the extent the Additional Shares Registrable Securities are not at the time covered by an effective Registration Statement. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration StatementRegistrable Securities. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares Registrable Securities is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten five Business Days of the request occurrence of any Investor or of the occurrence of a change events specified in this Section 2(a)(ii) (the Warrant Price as described above“Additional Registrable Securities Filing Deadline”), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed Additional Registrable Securities Filing Deadline for which no Registration Statement is filed with respect to the Additional SharesRegistrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashcash no later than three (3) Business Days after the end of each 30-day period.

Additional Registrable Securities. Upon the written demand of any Investor and upon following any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten five Business Days of the request demand of any Investor or the occurrence of a change in the Warrant Price as described aboveInvestor, the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of pursuant to the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “"Additional Warrant Shares”"), subject to the Investors' consent) covering the resale of the Additional Warrant Shares, but only to the extent the Additional Warrant Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Warrant Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Warrant Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten five Business Days of the request of any Investor or (or, if the occurrence Company delays such filing pursuant to Section 2(c)(ii) hereof, five Business Days following the end of a change in the Warrant Price as described aboveany Allowed Delay relating thereto), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate purchase price amount paid by such Investor pursuant on the Closing Date to the Purchase Agreement Company for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Warrant Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ ' exclusive remedy for such events. Such payments shall be made to each Investor in cashcash or, at the option of such Investor, in additional fully paid and non-assessable shares of Common Stock not later than three Business Days following the end of each 30-day period. Each share of Common Stock shall be deemed to have a value equal to the arithmetic mean of the Closing Prices for the ten (10) trading days beginning twenty (20) trading days prior to the issuance of such shares.

Additional Registrable Securities. Upon the written demand of any Investor upon the triggering of the obligation to issue any additional shares of Common Stock pursuant to Section 7.13 of the Purchase Agreement and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the WarrantsWarrants (the "Additional Shares"), the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an "underwriter" in the Registration Statement without the Investor's prior written consent.. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to such Common Stock or other securities for the account of any other holder without the prior written consent of the Required Investors; provided that the Registration StatementStatement may include the Covered Shares, the Other Shares and the ComVest Shares. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten five Business Days of the request of any Investor or upon the occurrence of a change any of the events specified in the Warrant Price as described abovethis Section 2(a)(ii), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid Market Value (as defined in the Warrant) of the Additional Shares as of the date by which such Investor pursuant to the Purchase Agreement Registration Statement should have been filed for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ ' exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”), subject to the Required Investors’ consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement may also include Additional Shares issuable to the Existing Holders and the Other Investors pursuant to a change in the warrant price applicable to warrants purchased by them in the offering as contemplated by Section 6(i) of the Purchase Agreement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement, except with respect to the Additional Shares issuable to the Existing Holders and the Other Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten five Business Days of the request of any Investor or upon the occurrence of a change any of the events specified in the Warrant Price as described abovethis Section 2(a)(ii), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change Subject to Section 3.4, in the Warrant Price event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of Sponsor Holdco or a Spectaire Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as defined in soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the Warrant) such terms hereof; provided, however, that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare only be required to cause such Registrable Securities to be so covered twice per calendar year for each of the Sponsor Holdco and the Spectaire Holders, respectively. Requests for Underwritten Shelf Takedowns. Subject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the SEC one Commission, the Sponsor Holdco or more Registration Statements on Form SB-2 a Spectaire Holder (the Sponsor Holdco or amend the Registration Statement filed a Spectaire Holder being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to clause the Shelf (i) aboveeach, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such Registration Statement has not previously been declared effective offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $20 million (or, if Form SB-2 is not then available the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (which shall specify the “Additional Shares”)) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate approximate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect Registrable Securities proposed to be sold in the Additional SharesUnderwritten Shelf Takedown. The Company shall use its reasonable best efforts have the right to obtain from each person who now has piggyback registration rights a waiver select the Underwriters for such offering (which shall consist of those rights with respect one or more reputable nationally recognized investment banks), subject to such Registration Statementthe initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Registration Statement (and each amendment or supplement theretoSponsor Holdco, on the one hand, and the Spectaire Holders, on the other hand, may each request for acceleration of effectiveness thereofdemand not more than two (2) shall be provided Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in accordance with Section 3(cany twelve (12) month period. Notwithstanding anything to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth contrary in Section 2(d), if a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten Business Days of the request of any Investor or the occurrence of a change in the Warrant Price as described aboveAgreement, the Company will make payment to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid by such Investor may effect any Underwritten Offering pursuant to the Purchase Agreement for each 30-day period or any then effective Registration Statement, including a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement Form S-3, that is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy then available for such events. Such payments shall be made to each Investor in cashoffering.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Conversion Price (as defined in the Certificate of Designations) or the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the conversion of the Shares or the exercise of the WarrantsWarrants (the date of such demand or the date of any such change, the “Adjustment Date”), the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) or (ii) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”), subject to the Required Investors’ consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to such Registration StatementCommon Stock or other securities for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten 30 Business Days of the request of any Investor or the occurrence of a change in the Warrant Price as described aboveAdjustment Date, the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their Investors’ counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten Business Days thirty (30) days of the request written demand of any Investor or the occurrence of a change in the Warrant Price as described aboveInvestor, the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.50.5% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation Shares up to a maximum of 5.0% of the Investors, and shall not constitute the Investors’ exclusive remedy for aggregate amount invested by such eventsInvestor. Such payments shall be made to each Investor in cash.

Additional Registrable Securities. Upon Subject to the provisions of Section 2(d), upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the WarrantsWarrants (the “Additional Shares”), the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to the Company to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”), subject to the Required Investors’ consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Subject to any SEC comments, such Registration Statement shall include the plan of distribution substantially in the form attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to such Registration StatementCommon Stock or other securities for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in provisions of Section 2(d), if a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten Business Days 45 days of the request of any Investor or upon the occurrence of a change any of the events specified in the Warrant Price as described abovethis Section 2(a)(ii), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Additional Registrable Securities. Upon the written demand of any Investor and Investor, upon any change in the Warrant Conversion Price (as defined in the WarrantNotes) such that additional shares of Common Stock become issuable upon the conversion of the Notes, upon any change in the Exercise Price (as defined in the Warrants) such that additional shares of Common Stock become issuable upon the exercise of the WarrantsWarrants and upon any increase in the number of Payment Shares to be issued under the Notes beyond those covered by the Registration Statement, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “"Additional Shares”"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten five Business Days of the request of any Investor or upon the occurrence of a change any of the events specified in the Warrant Price as described abovethis Section 2(a)(ii), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid aggrega te amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ ' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Additional Registrable Securities. Upon If for any reason the written demand SEC does not permit all of any Investor and upon any change the Registrable Securities to be included in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the WarrantsRegistration Statement filed pursuant to Section 2(a)(i), or for any other reason any outstanding Registrable Securities are not then covered by an effective Registration Statement, then the Company shall prepare and file with the SEC one or more by the Filing Deadline an additional Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective F-3 (or, if Form SB-2 F-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock Ordinary Shares (the “Additional Shares”)) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock Ordinary Shares resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors SuperCom and their its counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten Business Days of by the request of any Investor or the occurrence of a change in the Warrant Price as described aboveFiling Deadline, the Company will make payment pro rata payments to each InvestorSuperCom, as liquidated damages and not as a penalty, in an amount equal to 1.5% the Liquidated Damages multiplied by a fraction, the numerator of which is the Registrable Securities not included in the Registration Statement filed pursuant to Section 2(a)(i) and the denominator of which is all of the aggregate purchase price paid by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the InvestorsRegistrable Securities, and shall not constitute in the Investors’ exclusive remedy for same manner such eventsLiquidated Damages are being paid under Section 2.1(a)(i) above. Such payments shall be made to each Investor SuperCom in cash. In recognition of the difficulty of determining SuperCom's damages or loss as a result of the Registration Statement not being filed within the time periods described above, it is hereby agreed that the foregoing amount of Liquidated Damages is deemed to represent a reasonable estimate of SuperCom's damages and shall be the sole monetary remedy of SuperCom in this regard, but shall not affect the right of SuperCom to seek injunctive relief.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Warrant Conversion Price (as defined in the WarrantNotes) such that additional shares of Common Stock become issuable upon the exercise conversion of the WarrantsNotes, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”), subject to the Required Investors’ consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten five Business Days of the request of any Investor or upon the occurrence of a change any of the events specified in the Warrant Price as described abovethis Section 2(a)(ii), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Additional Registrable Securities. Upon At any time after the Amendment Effective Date, upon the written demand of any Investor and upon any change in the Conversion Price (as defined in the Notes) or in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the due conversion of the Notes or the due exercise of the WarrantsWarrants (the “Additional Shares”), the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 S-1 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 S-1 is not then available to the Company, on such form of registration statement as is then available to the Company to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Subject to any SEC comments, such Registration Statement shall include the plan of distribution substantially in the form attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to such Registration StatementCommon Stock or other securities for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten Business Days thirty (30) days of the request of any Investor or upon the occurrence of a change any of the events specified in the Warrant Price as described abovethis Section 2(a)(ii), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 F-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 F-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “"Additional Shares”"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten Business Days of the request of any Investor or the occurrence of a change in the Warrant Price as described aboveInvestor, the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ ' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Conversion Price (as defined in the Certificate of Designations) or the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the conversion of the Shares or the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) or (ii) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “"Additional Shares”"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to such Registration StatementCommon Stock or other securities for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel Lowenstein Sandler PC prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement R▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ent covering the Additional Shares is required to be filed under this Section 2(a)(iiSection (a) (ii) and is not filed with the SEC promptly and, in any event within ten Business Days of the request of any Investor or upon the occurrence of a change any of the events specified in the Warrant Price as described abovethis Section 2(a)(ii), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ ' exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Additional Registrable Securities. Upon the written demand of any Investor and upon the occurrence of any change in event (other than an event covered by Rule 416 under the Warrant Price (as defined in the Warrant1▇▇▇ ▇▇▇) such that additional shares of Common Stock become issuable upon to the exercise Investors pursuant to the terms of the Warrantstransactions described in the recitals to this Agreement (the “Additional Shares”), following the Restriction Termination Date, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 S-3 covering the resale of the Additional Shares or amend the relevant Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other Person without the prior written consent of the Required Investors, except the Company may include any shares issuable to any other Person in the transactions giving rise to the issuance or potential issuance of any Additional Shares. Subject to any SEC comments, each Registration Statement filed pursuant to Section 2(a)(ii) shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver include the plan of those rights with respect to distribution attached hereto as Exhibit B; provided however, that no Investor shall be named as an “underwriter” without such Registration StatementInvestors prior written consent. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and and/or their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten Business Days thirty (30) days of the request of any Investor made after the Restriction Termination Date or upon the occurrence of a change any of the events specified in this Section 2(a)(ii) (but in any event not prior to the Warrant Price as described aboveRestriction Termination Date), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate purchase price paid by Market Price (as defined in the Amended and Restated Notes) of the Registrable Securities to be included in the applicable Registration Statement as of the date such Investor pursuant Registration Statement is required to the Purchase Agreement be filed (assuming such Registrable Securities were issued and outstanding as of such date) for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Additional Registrable Securities. Upon the written demand of any Investor and upon the issuance or deemed issuance by the Company of shares of Common Stock such as to trigger the anti-dilution provisions contained in the Notes regarding issuances or deemed issuances by the Company of shares of Common Stock at a price per share less than the then effective Conversion Price, or any other change in the Warrant Conversion Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon pursuant to the exercise of Notes (the Warrants"Additional Note Shares"), the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 S-1 or amend Form S-3 if the Registration Statement filed pursuant Company is then eligible to clause (i) above, if such Registration Statement has not previously been declared effective use Form S-3 (or, if Form SB-2 S-1 or Form S-3, as the case may be, is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (Stock, subject to the “Additional Shares”)Investors' prior written consent) covering the resale of the Additional Note Shares, but only to the extent the Additional Note Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Note Shares. The Company may permit securities other than the Registrable Securities to be included in such Registration Statement; provided, that the inclusion of such securities in such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not affect or limit the number of those rights with respect to Registrable Securities included in such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if a A Registration Statement covering the Additional Note Shares is required to shall be filed under this Section 2(a)(ii) and is not filed by the Company with the SEC promptly and, in any event within ten Business Days thirty (30) days of the request of any Investor or Investor. The Company shall use its reasonable commercial efforts to cause the occurrence of a change in the Warrant Price as described above, the Company will make payment Registration Statement to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid by such Investor be filed pursuant to this Section 2(a)(ii) to be declared effective by the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following SEC not later than the earlier of: (A) the date by that is one hundred and twenty (120) days after the date on which an Investor shall have requested such Registration Statement should have been filed for which no registration of Additional Note Shares; and (B) ninety (90) days after the Registration Statement is filed with respect the SEC. The Company shall keep the Registration Statement filed pursuant to this Section 2(a)(ii) effective and current under the 1933 Act until the date on which all of the Registrable Securities are eligible for resale pursuant to Rule 144(k) under the 1933 Act, unless a replacement Registration Statement filed pursuant to Section 2(a)(iii) hereof shall have been declared effective by the SEC prior to the Additional Shares. Such payments expiration of such period, in which case the time provisions set forth in Section 2(a)(iii) hereof shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cashcontrol.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “"Additional Shares”"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten five Business Days of the request of any Investor or upon the occurrence of a change any of the events specified in the Warrant Price as described abovethis Section 2(a)(ii), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ ' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Additional Registrable Securities. Upon the written demand of any Investor and upon following any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the WarrantsWarrants (the “Additional Shares”), the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to such Registration StatementCommon Stock or other securities for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten twenty (20) Business Days of after the request of any Investor or in accordance with this Section 2(a)(ii) (the occurrence of a change in the Warrant Price as described above“Additional Shares Filing Deadline”), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid amount invested by such Investor pursuant attributable on a pro rata basis to the Purchase Agreement such Additional Shares for each such 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed Additional Shares Filing Deadline for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashcash no later than three (3) Business Days after the end of each 30-day period. Notwithstanding anything herein or in the Purchase Agreement to the contrary, (i) in no event shall the aggregate liquidated damages payable pursuant to this Agreement exceed in the aggregate ten percent (10%) of the aggregate purchase price of the Shares paid to the Investors pursuant to the Purchase Agreement.

Additional Registrable Securities. Upon In the written demand event that (x) the Company has issued to an Investor any PIK Shares (as defined in the Certificate of any Investor and upon Designation) or (y) there is any change in the Warrant Conversion Price (as defined in the WarrantCertificate of Designation) or the exercise price of the Warrants such that additional shares of Common Stock become issuable upon the conversion of the Shares or the exercise of the WarrantsWarrants (other than a change within the contemplation of Rule 416) (such additional shares of Common Stock, together with such PIK Shares, collectively, “Additional Registrable Securities”), the Company shall shall, upon the written request of Investors holding not less than an aggregate of 500,000 Additional Registrable Securities, prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)) covering the resale of the Additional SharesRegistrable Securities) or amending the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective, but only to the extent the Additional Shares Registrable Securities are not at the time covered by an effective Registration Statement. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration StatementRegistrable Securities. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares Registrable Securities is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten five Business Days of the request occurrence of any Investor or of the occurrence of a change events specified in this Section 2(a)(ii) (the Warrant Price as described above“Additional Registrable Securities Filing Deadline”), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed Additional Registrable Securities Filing Deadline for which no Registration Statement is filed with respect to the Additional SharesRegistrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashcash no later than three (3) Business Days after the end of each 30-day period.

Additional Registrable Securities. Upon If for any reason the written demand SEC does not permit all of any Investor and upon any change the Registrable Securities to be included in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the WarrantsRegistration Statement filed pursuant to Section 2(a)(i), or for any other reason any outstanding Registrable Securities are not then covered by an effective Registration Statement, then the Company shall prepare and file with the SEC one or more by the Filing Deadline an additional Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective F-3 (or, if Form SB-2 F-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock Ordinary Shares (the “Additional Shares”)) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock Ordinary Shares resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors SuperCom and their its counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten Business Days of by the request of any Investor or the occurrence of a change in the Warrant Price as described aboveFiling Deadline, the Company will make payment pro rata payments to each InvestorSuperCom, as liquidated damages and not as a penalty, in an amount equal to 1.5% the Liquidated Damages multiplied by a fraction, the numerator of which is the Registrable Securities not included in the Registration Statement filed pursuant to Section 2(a)(i) and the denominator of which is all of the aggregate purchase price paid by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the InvestorsRegistrable Securities, and shall not constitute in the Investors’ exclusive remedy for same manner such eventsLiquidated Damages are being paid under Section 2.1(a)(i) above. Such payments shall be made to each Investor SuperCom in cash. In recognition of the difficulty of determining SuperCom’s damages or loss as a result of the Registration Statement not being filed within the time periods described above, it is hereby agreed that the foregoing amount of Liquidated Damages is deemed to represent a reasonable estimate of SuperCom’s damages and shall be the sole monetary remedy of SuperCom in this regard, but shall not affect the right of SuperCom to seek injunctive relief.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Warrant Exercise Price (as defined in the WarrantWarrants and the Placement Agent Warrants, respectively) such that additional shares of Common Stock become issuable upon the exercise of the Warrants and/or Placement Agent Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 S-3 or amend or supplement the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)) , subject to the Required Investors’ consent, covering the sale or the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten five (5) Business Days of after the request of any Investor or the occurrence of a change any of the events specified in this Section 2(a)(ii), but in no event earlier than the Warrant Price as described aboveFiling Deadline, (the “Additional Shares Deadline”), then the Company will make payment to each Investorwill, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares, make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the prorated aggregate amount invested by such Investor and that is attributable to the Additional Shares. By way of example only, if an Investor purchased Registrable Securities representing 300,000 shares and subsequently received 100,000 Additional Shares, the liquidated damages due on passage of the Additional Shares Deadline would be calculated with reference to one-quarter of the total amount invested by that Investor (i.e., 100,000/400,000, where 400,000 is calculated by adding 100,000 and 300,000). Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cashcash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Additional Shares Deadline.

Additional Registrable Securities. Upon the written demand of any the Lead Investor and upon any change in the Warrant Price “Series A-1 Conversion Price” (as that term is defined in the WarrantCertificate of Designations) or the number of “Warrant Shares” (as that term is defined in the Warrants) purchasable under the Warrants such that additional shares of Common Stock become issuable upon conversion of the outstanding Series A-1 Preferred Stock or exercise of the such Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement Registration Statement as is then available available, subject to the Requisite Holders’ consent, to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Holders and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten Business Days (10) days of the request of any Investor or the occurrence of a change in the Warrant Price as described aboveHolder, the Company will make payment pro rata payments to each InvestorHolder, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Holder (the amount invested by a Holder shall include the purchase price paid of the Shares acquired by such Investor Holder and shall exclude any amount attributable to the Warrants acquired by such Holder pursuant to the Purchase Agreement Agreement) for each 3010-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments The amounts payable as liquidated damages pursuant to this paragraph shall be payable in partial compensation lawful money of the United States, and amounts payable as liquidated damages shall be paid within two (2) Business Days of the last day of each such 10-day period during which the Registration Statement should have been filed for which no Registration Statement was filed with respect to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cashAdditional Shares.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the WarrantsWarrants (the "Additional Shares"), the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or S-3 or, at the Company's option, amend the Registration Statement filed pursuant to clause (i) aboveand/or (ii) above (as applicable), if such Registration Statement has not previously been declared effective (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company Such Registration Statement shall use its reasonable best efforts not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Required Investors; except additional shares of Common Stock issuable pursuant to obtain from each person who now has piggyback registration rights the Placement Agent Warrants as a waiver result of those rights with respect to any change of the warrant exercise price of such Registration StatementPlacement Agent Warrants. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii2(a)(iii) and is not filed with the SEC promptly and, in any event within ten Business Days thirty (30) days of the request of any Investor or upon the occurrence of a change any of the events specified in the Warrant Price as described abovethis Section 2(a)(iii), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ ' exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Additional Registrable Securities. Upon If, after filing or effectiveness of the written demand Shelf Registration Statement, any of the following events (each, a "Trigger Event") occurs: (i) any Investor and upon any change increase in the Share Number (as such term is used in the Warrant Price (as defined in Certificates), if the Warrant) such that additional shares of Common Stock become issuable upon exercise of the Warrants as a result of such increase in the Share Number are not already included in the Shelf Registration Statement, (ii) the issuance of any PIK Notes or PIK Securities, or (iii) any adjustment under the anti-dilution provisions of Article IV of the Warrant Certificates that results in Additional Securities becoming issuable upon the exercise of the Warrants, then the Company shall prepare and file or, in the case of any Additional Securities that are not issued by the Company, cause any issuer of such Additional Securities (the "Additional Issuer") to prepare and file, with the SEC one or more Registration Statements on Form SB-2 S-1 or amend Form S-3 if the Registration Statement filed pursuant Company or such Additional Issuer, as applicable, is then eligible to clause (i) above, if such Registration Statement has not previously been declared effective use Form S-3 (or, if Form SB-2 S-1 or Form S-3, as the case may be, is not then available to the CompanyCompany or such Additional Issuer, as applicable, on such appropriate form of registration statement statement, if any, as is then available to the Company or such Additional Issuer, as applicable) to effect a registration for resale of all such (i) additional shares of Common Stock Stock, (ii) PIK Securities, and (iii) Additional Securities (collectively, the “"Additional Warrant Shares”")) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416)Securities Act, such indeterminate number of additional shares of Common Stock Stock, PIK Securities or Additional Securities resulting from stock splits, stock dividends or similar transactions with respect to the Additional Warrant Shares. A Registration Statement covering the Additional Warrant Shares shall be filed by the Company with the SEC within thirty (30) days after the occurance of the Trigger Event; provided, however, that the Obligors shall not be required to file, or, in the case of any Additional Securities that are not issued by the Company, shall not be obligated to cause any Additional Issuer to file, any Registration Statement covering the Additional Warrant Shares prior to the time the Shelf Registration Statement is required to be filed pursuant to Section 3(a) hereof. The Company shall shall, or, in the case of any Additional Securities that are not issued by the Company, cause any Additional Issuer to, use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The cause the Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if a Registration Statement covering the Additional Shares is required to be filed under pursuant to this Section 2(a)(ii3(d) and is not filed with to be declared effective by the SEC as promptly andas practicable but in no event later than the earlier of: (i) subject to the proviso to the preceding sentence, in any event within ten Business Days of the request of any Investor or date that is one hundred and twenty (120) days after the occurrence of a change in the Warrant Price as described above, the Company will make payment to each Investor, as liquidated damages Trigger Event; and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid by (ii) ninety (90) days after such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect the SEC. The Company shall, or, in the case of any Additional Securities that are not issued by the Company, cause any Additional Issuer to, keep the Registration Statement filed pursuant to this Section 3(d) effective continuously during the Additional Shares. Such payments Shelf Registration Period, and such Registration Statement shall be in partial compensation deemed a Shelf Registration for all purposes of this Agreement. The provisions of this Section 3(d) shall apply to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cashsuccessive Trigger Events.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the WarrantsWarrants (the “Additional Shares”), the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent.. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to such Registration StatementCommon Stock or other securities for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten Business Days 30 days of the request of any Investor or upon the occurrence of a change any of the events specified in this Section 2(a)(ii) (the Warrant Price as described above“Additional Shares Filing Deadline”), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed Additional Shares Filing Deadline for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashcash no later than three (3) Business Days after the end of each 30-day period by check or wire transfer, at such Investor’s option.

Additional Registrable Securities. Upon the written demand of any Investor and upon following any change in the Warrant Price (as defined in the WarrantWarrants) or the Conversion Price (as defined in the Certificate of Designations) such that additional shares of Common Stock become issuable upon the exercise of the WarrantsWarrants or conversion of the Shares, the Company shall (a) prepare and file with the SEC one or more Registration Statements on Form SB-2 S-2 (or, if Form S-2 is not then available to the Company, on such form of Registration Statement as is then available (the “Additional Registration Statement”), or (b) amend the Initial Registration Statement filed pursuant to clause (i) above, if such Initial Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available “Amended Registration Statement”) to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”), subject to the Required Investors’ consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Additional Registration Statement or Amended Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its commercially reasonable best efforts to obtain from each person who now has piggyback registration rights with respect to any Company securities a waiver of those rights with respect to such Additional Registration Statement or Amended Registration Statement. The Additional Registration Statement or Amended Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if a If an Additional Registration Statement or Amended Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten twenty (20) Business Days of the request of any Investor Investor, or upon the occurrence of a change any of the events specified in the Warrant Price as described abovethis Section 2(a)(ii), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Additional Registration Statement or Amended Registration Statement should have been filed for which no Additional Registration Statement or Amended Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cashcash or by check. The amounts payable as liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States, and amounts payable as liquidated damages shall be paid within five (5) Business Days of the last day of each such 30-day period during which the Additional Registration Statement or Amended Registration Statement should have been filed for which no Additional Registration Statement or Amended Registration Statement was filed with respect to the Additional Shares.

Additional Registrable Securities. Upon the written demand of any Investor and upon following any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the WarrantsWarrants (collectively, the “Additional Shares”), the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or Form S-3 if the Company is then eligible to use Form S-3 or amend the Registration Statement filed pursuant to clause (ia) above, if such Registration Statement has not previously been declared effective effective, (or, if Form SB-2 or Form S-3, as the case may, is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”), subject to the Required Investors’ consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A, subject to any SEC comments. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to such Registration StatementCommon Stock or other securities for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their legal counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii2(b) and is not filed with the SEC promptly and, in any event within ten thirty (30) Business Days of the request demand of any Investor or the occurrence of a change in the Warrant Price as described aboveInvestor, the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Warrant Exercise Price (as defined in the WarrantWarrants) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)) ), covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten (10) Business Days of after the request of any Investor or the occurrence of a change any of the events specified in this Section 2(a)(ii) (the Warrant Price as described above“Additional Shares Deadline”), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cashcash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Additional Shares Deadline.

Additional Registrable Securities. Upon the written demand of any Investor Holder and upon any change in the “Warrant Price Price” (as that term is defined in the WarrantWarrants and the Placement Agent Warrants) or any change in the number of “Warrant Shares” (as that term is defined in the Warrants and the Placement Agent Warrants) purchasable under the Warrants or the Placement Agent Warrants, as the case may be, such that additional shares of Common Stock become issuable upon the exercise of the Warrantsany such warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement Registration Statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Holders and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten Business Days (10) days of the request of any Investor or the occurrence of a change in the Warrant Price as described aboveHolder, the Company will make payment pro rata payments to each InvestorHolder, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Holder (for purposes of this Agreement, the Placement Agent shall be deemed to have invested an amount equal to ten percent (10%) of the aggregate purchase price paid of the Shares sold in the Private Placement, and for all other Holders, the amount invested by a Holder shall include the purchase price of the Common Stock acquired by such Investor pursuant Holder and shall exclude any amount attributable to the Purchase Agreement Warrants acquired by such Holder in the Private Placement) for each 3010-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments The amounts payable as liquidated damages pursuant to this paragraph shall be payable in partial compensation lawful money of the United States, and amounts payable as liquidated damages shall be paid within two (2) Business Days of the last day of each such 10-day period during which the Registration Statement should have been filed for which no Registration Statement was filed with respect to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cashAdditional Shares.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”), subject to the Required Investors’ consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its commercially reasonable best efforts to obtain from each person who now has piggyback registration rights rights, other than the Other Investors, a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten five Business Days of the request of any Investor or upon the occurrence of a change any of the events specified in the Warrant Price as described abovethis Section 2(a)(ii), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change the issuance or deemed issuance by the Company of shares of Common Stock such as to trigger the anti-dilution provisions contained in the Warrants or the Preferred Stock regarding issuances or deemed issuances by the Company of shares of Common Stock at a price per share less than the then effective Warrant Price (as defined in the WarrantWarrants) or Conversion Price (as defined in the Certificate of Designations, Preferences and Rights creating the Preferred Stock), or any other change in the Warrant Price or Conversion Price such that additional shares of Common Stock become issuable upon pursuant to the exercise of Warrants or the WarrantsPreferred Stock, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “"Additional Shares”)") covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Investor and their its counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten Business Days thirty (30) days of the request of any Investor or the occurrence of a change in the Warrant Price as described aboveInvestor, the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of such portion of the aggregate purchase price paid amount invested by such Investor pursuant to in the Purchase Agreement Initial Securities and the Remaining Securities as is represented by such Additional Shares for each 30-day period any month or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Additional Registrable Securities. Upon the written demand of any Investor and upon following any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 S-3 or amend the Registration Statement filed pursuant to clause (i) or (ii) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii2(a)(iii) and is not filed with the SEC promptly and, in any event within ten five Business Days of the request demand of any Investor or the occurrence of a change in the Warrant Price as described aboveInvestor, the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Additional Registrable Securities. Upon the written demand occurrence of any Investor and upon any change event specified in the Warrant Price Purchase Agreement that triggers the requirement to issue Antidilution Warrants (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrantsa "Trigger Date"), the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available), or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (oreffective, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional those shares of Common Stock issuable upon exercise of the Antidilution Warrants held by the SSF Investors (such shares, the “"Additional Shares”")) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement shall be filed as soon as commercially reasonable after the Trigger Date, but no later than thirty (30) days after such Trigger Date, and also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that, for any Person who has not waived his, her or its piggyback registration rights with respect to the Registration Statement, all of the shares for which such Person has piggyback registration rights may be included in any Registration Statement filed to cover the resale of the Additional Shares. The Registration Statement (and each amendment or supplement thereto, thereto and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the SSF Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten Business Days of thirty (30) days after the request of any Investor or the occurrence of a change in the Warrant Price as described aboverelevant Trigger Date, the Company will make payment shall pay to each SSF Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase exercise price paid by such Investor pursuant to of the Purchase Agreement affected Antidilution Warrants for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the SSF Investors, and shall not constitute the SSF Investors’ ' exclusive remedy for such events. Such payments shall be made to each SSF Investor in cash.

Additional Registrable Securities. Upon In the written demand of any Investor and upon event that (i) there is any change in the Warrant Conversion Price (as defined in of the Warrant) Series D Preferred Stock such that additional shares of Common Stock become issuable upon the exercise conversion of the WarrantsSeries D Preferred Stock (other than a change within the contemplation of Rule 416) or (ii) additional Conversion Shares become issuable upon the conversion of the Series D Preferred Stock (including PIK Shares) beyond those covered in the initial Registration Statement (collectively, “Additional Registrable Securities”), the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)Registrable Securities) covering the resale of the Additional SharesRegistrable Securities, but only to the extent the Additional Shares Registrable Securities are not at the time covered by an effective Registration Statement. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent.. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional SharesRegistrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to such Registration StatementCommon Stock or other securities for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares Registrable Securities is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten five Business Days of the request occurrence of any Investor or of the occurrence of a change events specified in this Section 2(a)(ii) (the Warrant Price as described above“Additional Registrable Securities Filing Deadline”), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid stated value of the Series D Preferred Stock received by such Investor pursuant to the Purchase Agreement for each 30120-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed Additional Registrable Securities Filing Deadline for which no Registration Statement is filed with respect to the Additional SharesRegistrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashcash no later than three (3) Business Days after the end of each 120-day period in which such liquidated damages accrue.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Warrant Conversion Price (as defined in the WarrantCertificate of Designations, Preferences and Rights of Series M Preferred Stock filed with the Secretary of State of Delaware) such that additional shares of Common Stock become issuable upon the exercise conversion of the WarrantsShares or the PIK Shares, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 S-1 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 S-1 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”), subject to the Required Investors’ consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten (10) Business Days of the request of any Investor or upon the occurrence of a change any of the events specified in the Warrant Price as described abovethis Section 2(a)(ii), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Additional Registrable Securities. Upon the written demand of any the Lead Investor and upon any change in the Warrant Price “Series A-1 Conversion Price” (as that term is defined in the WarrantCertificate of Designations) or the number of “Warrant Shares” (as that term is defined in the Warrants) purchasable under the Warrants such that additional shares of Common Stock become issuable upon conversion of the outstanding Series A-1 Preferred Stock or exercise of the such Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement Registration Statement as is then available available, subject to the Requisite Holders’ consent, to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Holders and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten Business Days (10) days of the request of any Investor or the occurrence of a change in the Warrant Price as described aboveHolder, the Company will make payment pro rata payments to each InvestorHolder, as liquidated damages and not as a penalty, in an amount equal to 1.5% $0.45 multiplied by the number of the aggregate purchase price paid shares of Preferred Stock held by such Investor pursuant to the Purchase Agreement Holder, for each 3010-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments The amounts payable as liquidated damages pursuant to this paragraph shall be payable in partial compensation lawful money of the United States, and amounts payable as liquidated damages shall be paid within two (2) Business Days of the last day of each such 10-day period during which the Registration Statement should have been filed for which no Registration Statement was filed with respect to the InvestorsAdditional Shares. For clarity, and shall not constitute any liquidated damages payable hereunder are payable to Holders solely based on the Investors’ exclusive remedy for such eventsnumber of shares of Preferred Stock held. Such payments No liquidated damages shall be made payable solely from the failure to each Investor in cashmaintain an effective Registration Statement covering the resale of Common Stock held from the exercise of Warrants.”

Additional Registrable Securities. Upon the written demand of any Investor and or upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the WarrantsWarrants (the “Additional Shares”), the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to such Registration StatementCommon Stock or other securities for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten five Business Days of the request of any Investor or upon the occurrence of a change any of the events specified in the Warrant Price as described abovethis Section 2(a)(ii) (an "Additional Filing Failure"), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashcash on the day of the Additional Filing Failure and thereafter on the earlier of (I) the thirtieth day after the Additional Filing Failure has occurred and (II) the third Business Day after the Additional Filing Failure is cured.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Conversion Price (as defined in the Certificate of Designations) or the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the conversion of the Shares or the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) or (ii) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “"Additional Shares”"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to such Registration StatementCommon Stock or other securities for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel Lowenstein Sandler PC prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if a Registration If ▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii2(a)(iii) and is not filed with the SEC promptly and, in any event within ten Business Days of the request of any Investor or upon the occurrence of a change any of the events specified in the Warrant Price as described abovethis Section 2(a)(iii), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ ' exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Warrant Exercise Price (as defined in the WarrantWarrants) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)) ), covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly andwithin the later of 60 days after the S-1 Registration Statement, in any event within ten referred to above, is declared effective or twenty (20) Business Days of after the request of any Investor or the occurrence of a change any of the events specified in this Section 2(a)(ii) (the Warrant Price as described above“Additional Shares Deadline”), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cashcash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Additional Shares Deadline.

Additional Registrable Securities. Upon the written demand of any Investor and upon following any change in the Warrant Conversion Price (as defined in the WarrantCertificate of Designations for the Preferred Stock) or Exercise Price (as defined in the Warrants) such that additional shares of Common Stock become issuable upon conversion of the Preferred Stock or upon exercise of the WarrantsWarrants (the “Additional Shares”), the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to such Registration StatementCommon Stock or other securities for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten five (5) Business Days of upon the request of any Investor or (the occurrence of a change in the Warrant Price as described above“Additional Shares Filing Deadline”), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed Additional Shares Filing Deadline for which no Registration Statement is filed with respect to the Additional Shares; provided, however, such damages shall cease to accrue on the 180th day following the Closing Date. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashcash no later than two (2) Business Days after the first day of each 30-day period (in other words, the Company will pay to each Investor, in advance, the full amount of damages due and owing for such 30-day period).

Additional Registrable Securities. Upon the written demand of any Investor Holder and upon any change in the “Warrant Price Price” (as that term is defined in the WarrantInvestor Warrants and the Placement Agent Warrants) or any change in the number of “Warrant Shares” (as that term is defined in the Investor Warrants and the Placement Agent Warrants) purchasable under the Investor Warrants or the Placement Agent Warrants, as the case may be, such that additional shares of Common Stock become issuable upon the exercise of the Warrantsany such warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement Registration Statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person (other than ▇▇▇▇▇▇ ▇▇▇▇▇ and Elan Corporation, plc) who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Holders and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten Business Days twenty (20) days of the request of any Investor or the occurrence of a change in the Warrant Price as described aboveHolder, the Company will make payment pro rata payments to each InvestorHolder, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested by such Holder (for purposes of this Agreement, the Placement Agent shall be deemed to have invested an amount equal to ten percent (10%) of the aggregate purchase price paid of the Shares sold in the Private Placement, and for all other Holders, the amount invested by a Holder shall include the purchase price of the Common Stock acquired by such Investor pursuant Holder and shall exclude any amount attributable to the Purchase Agreement Investor Warrants acquired by such Holder in the Private Placement) for each 3020-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments The amounts payable as liquidated damages pursuant to this paragraph shall be payable in partial compensation lawful money of the United States, and amounts payable as liquidated damages shall be paid within two (2) Business Days of the last day of each such 20-day period during which the Registration Statement should have been filed for which no Registration Statement was filed with respect to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cashAdditional Shares.

Additional Registrable Securities. Upon (i) the written demand of any Investor Recap Deadline (unless the Delayed Issuance Shares are included in the Registration Statement filed pursuant to Section 2(a)(i)), (ii) the Reset Date and upon (iii) any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the WarrantsWarrants (other than as a result of a change contemplated by Rule 416 under the 1933 Act), the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Delayed Issuance Shares (unless the Delayed Issuance Shares are included in the Registration Statement filed pursuant to Section 2(a)(i)), the Reset Issuance Shares or such additional shares of Common Stock Stock, as applicable (the “Additional Shares”)) ), covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor (other than the Placement Agent or any Affiliate or transferee of the Placement Agent) shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to such Registration StatementCommon Stock or other securities for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten five Business Days of the request occurrence of any Investor or of the occurrence of a change events specified in this Section 2(a)(ii) (the Warrant Price as described above“Additional Shares Filing Deadline”), the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed Additional Shares Filing Deadline for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cashcash no later than three (3) Business Days after the end of each 30-day period.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change the issuance or deemed issuance by the Company of shares of Common Stock such as to trigger the anti-dilution provisions contained in the Warrants or the Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock of the Company regarding issuances or deemed issuances by the Company of shares of Common Stock at a price per share less than the then effective Warrant Price (as defined in the WarrantWarrants) or Conversion Price (as defined in the Certificate of Designations, Preferences and Rights creating the Preferred Stock), or any other change in the Warrant Price or Conversion Price such that additional shares of Common Stock become issuable upon pursuant to the exercise of Warrants or the WarrantsPreferred Stock, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective S-3 (or, if Form SB-2 S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)) covering the resale of the Additional Shares, but only to . Such “Additional Shares” shall be included within the extent the Additional Shares are not at the time covered by an effective Registration Statement. definition of “Registrable Securities.” Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Investor and their its counsel prior to its filing or other submission. Subject to the limitation set forth in Section 2(d), if If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten Business Days thirty (30) days of the request of any Investor or the occurrence of a change in the Warrant Price as described aboveInvestor, the Company will make payment pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of such portion of the aggregate purchase price paid amount invested by such Investor pursuant to in the Purchase Agreement Securities as is represented by such Additional Shares for each 30-day period any month or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash.