Common use of Allocation of Registrable Securities Clause in Contracts

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; provided, however, that the Company shall be permitted to include on any Registration Statement securities issued pursuant to the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are to be included in a Registration Statement shall be included as Registrable Securities of such Investor for the purpose of allocating securities in such Registration Statement pursuant to this Section 2(c).

Allocation of Registrable Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement (other than on a Piggyback Registration) without the prior written consent of the Required Investors. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall first be allocated pro rata among the Investors participating in such Registration Statement based on the number of Registrable Securities held by each Investor included in such Registration Statement at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof it is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's ’s Registrable Securities, each transferee that becomes an Investor shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall If the SEC requires that the Company include any securities other register less than Registrable Securities the amount of shares of Common Stock originally included on any Registration Statement without at the prior written consent time it was filed, the Registrable Securities on such registration statement and any other securities allowed to be registered on such Registration Statement (in accordance with this paragraph) shall be decreased on a pro rata basis; provided, that following any such decrease, at the request of the Required Holders; providedInvestors, however, that the Company shall be permitted such Required Investors may elect to include on any withdraw such Registration Statement securities issued pursuant to and thereafter the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any Request for such securities issued to an Investor that are to be included in a Registration Statement shall not be included as Registrable Securities deemed to constitute a Request for purposes of such Investor for the purpose of allocating securities in such Registration Statement pursuant to this Section 2(c)2(a) hereof.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors Holders based on the number of Registrable Securities held by each Investor Holder at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor a Holder sells or otherwise transfers any of such Investor's Holder’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining InvestorsHolders, pro rata based on the number of Registrable Securities then held by such Investors Holders which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Majority Holders. (1) if the Commission allows the Registration Statement to be declared effective at any time before or after the Effectiveness Date, subject to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason is the Commission’s determination that (x) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree the Company may reduce, on a pro rata basis, the total number of Registrable Securities to be registered on behalf of each such Holder. In any such pro rata reduction, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Conversion Shares. In addition, any such affected Holder shall be entitled to Piggyback Registration rights after the Registration Statement is declared effective by the Commission until such time as: (AA) all Registrable Securities have been registered pursuant to an effective Registration Statement, (BB) the Registrable Securities may be resold without restriction pursuant to SEC Rule 144 of the Securities Act or (CC) the Holder agrees to be named as an underwriter in any such registration statement. The Holders acknowledge and agree the provisions of this paragraph may apply to more than one Registration Statement; and (2) For not more than fifteen (15) consecutive days or for a total of not more than thirty (30) days in any twelve (12) month period, the Company may suspend the use of any prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (A) delay the disclosure of MNPI concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (B) amend or supplement the affected Registration Statement or the related prospectus so that (i) such Registration Statement shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein or (ii) such prospectus shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, including in connection with the filing of a post-effective amendment to such Registration Statement in connection with the Company’s filing of an Annual Report on Form 10-K for any fiscal year (an “Allowed Delay”); provided, however, that the Company shall be permitted promptly (a) notify each Holder in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Holder) disclose to include on such Holder any MNPI giving rise to an Allowed Delay, (b) advise the Holders in writing to cease all sales under the Registration Statement securities issued pursuant until the end of the Allowed Delay and (c) use commercially reasonable efforts to the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities issued to terminate an Investor that are to be included in a Registration Statement shall be included Allowed Delay as Registrable Securities of such Investor for the purpose of allocating securities in such Registration Statement pursuant to this Section 2(c)promptly as practicable.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the such Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's ’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then then-remaining number of Registrable Securities included in such Registration Statement for such transferortransferor or assignee (as the case may be). Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent Notwithstanding anything contained in this Agreement, shares of the Required Holders; provided, however, that the Company shall be permitted to include on any Registration Statement securities Common Stock underlying warrants issued pursuant to the transactions described on Schedule 2(e) to Placement Agent (as defined in the Securities Purchase Agreement; provided) contemporaneously with the issuance and sale of the Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, further, that any such securities issued to an Investor that are to be and included in a one or more Registration Statement shall be included as Statements with the Registrable Securities of such Investor for the purpose of allocating securities in such Registration Statement pursuant to this Section 2(c)Securities.

Allocation of Registrable Securities. The initial number of Uncovered Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Uncovered Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities included in the Registration Statement or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's ’s Registrable SecuritiesSecurities in a transfer involving the transfer of all or a part of the Investor’s rights hereunder, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than previously Uncovered Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; provided, however, that holders of a majority of the Company shall be permitted to include on any Registration Statement securities issued pursuant to the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are to be included in a Registration Statement shall be included as Uncovered Registrable Securities of such Investor for the purpose of allocating securities being included in such Registration Statement pursuant to this Section 2(c)Statement.

Allocation of Registrable Securities. The initial number of Registrable Securities Conversion Shares and Warrant Shares included in any Registration Statement and any each increase or decrease in the number of Registrable Securities Conversion Shares or Warrant Shares included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities Conversion Shares or Warrant Shares (determined as if all of the Notes held by Investors then outstanding have been converted into Conversion Shares and all Warrants then outstanding have been exercised for Warrant Shares without regard to any limitations on conversion of the Notes or exercise of the Warrants) held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities Conversion Shares and Warrant Shares or increase or decrease thereof is declared effective by the SECCommission. In the event that an Investor sells or otherwise transfers any of such Investor's ’s Registrable Securities, each transferee shall be allocated a pro rata the portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated allocable to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statementtransferor. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; providedInvestors holding at least 80% of the Conversion Shares and Warrant Shares covered by the Registration Statement, however, that determined as if all of the Company shall be permitted Notes held by Investors then outstanding have been converted into Conversion Shares and all Warrants then outstanding have been exercised for Warrant Shares without regard to include any limitations on any Registration Statement securities issued pursuant to conversion of the transactions described on Schedule 2(e) to Notes or exercise of the Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are to be included in a Registration Statement shall be included as Registrable Securities of such Investor for the purpose of allocating securities in such Registration Statement pursuant to this Section 2(c)Warrants.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; provided, however, that the Company shall be permitted to may, in its sole discretion, include on any Registration Statement securities issued pursuant to the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are to be included in a Registration Statement shall the Other Registrable Securities and up to 400,000 shares of Common Stock (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof) issued or issuable upon exercise of warrants issued to HB Sub Fund II LLC on the Closing Date (the "HB Shares"); provided, however, that in the event not all of the Registrable Securities, the Other Registrable Securities and the HB Shares may be included as Registrable Securities of such Investor for the purpose of allocating securities in such Registration Statement as a result of a limitation on the maximum number of shares of Common Stock of the Company permitted to be registered by the staff of the SEC pursuant to this Section 2(c)Rule 415, then, the HB Shares, the Registrable Securities and the Other Registrable Securities shall be excluded on a pro rata basis among the holders of such HB Shares, Registrable Securities and Other Registrable Securities until all of the HB Shares, the Registrable Securities and the Other Registrable Securities have been excluded.

Allocation of Registrable Securities. The initial number of Warrant Registrable Securities included in any the Initial Registration Statement (or any other Registration Statement filed pursuant to this Section 2) and any each increase or decrease in the number of Warrant Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of such Warrant Registrable Securities held by each Investor at the time the such Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's ’s Warrant Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Warrant Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a the Initial Registration Statement (or any other Registration Statement filed pursuant to this Section 2) and which remain allocated to any Person which ceases to hold any Warrant Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Warrant Registrable Securities then held by such Investors which are covered by such Registration Statement. For purposes hereof, the number of Warrant Registrable Securities held by an Investor includes all Warrant Registrable Securities issuable upon the exercise of Warrants held by such Investor, without regard to any limitations on exercise of the Warrant. In no event shall the Company include any securities other than Registrable Securities on in any Registration Statement without the prior written consent of the Required Holders; provided, however, that the Company shall be permitted to include on any Registration Statement securities issued pursuant to the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are to be included in a Registration Statement shall be included as Registrable Securities of such Investor for the purpose of allocating securities in such Registration Statement filed pursuant to this Section 2(c)2.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors Holders based on the number of Registrable Securities held by each Investor Holder at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor a Holder sells or otherwise transfers any of such Investor's Holder’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining InvestorsHolders, pro rata based on the number of Registrable Securities then held by such Investors Holders which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Majority Holders. (1) if the Commission allows the Registration Statement to be declared effective at any time before or after the Effectiveness Date, subject to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason is the Commission’s determination that (x) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree the Company may reduce, on a pro rata basis, the total number of Registrable Securities to be registered on behalf of each such Holder. In any such pro rata reduction, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Conversion Shares. In addition, any such affected Holder shall be entitled to Piggyback Registration rights after the Registration Statement is declared effective by the Commission until such time as: (AA) all Registrable Securities have been registered pursuant to an effective Registration Statement, (BB) the Registrable Securities may be resold without restriction pursuant to SEC Rule 144 of the Securities Act or (CC) the Holder agrees to be named as an underwriter in any such registration statement. The Holders acknowledge and agree the provisions of this paragraph may apply to more than one Registration Statement; and (2) For not more than thirty (30) consecutive days or for a total of not more than sixty (60) days in any twelve (12) month period, the Company may suspend the use of any prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (A) delay the disclosure of MNPI concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (B) amend or supplement the affected Registration Statement or the related prospectus so that (i) such Registration Statement shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein or (ii) such prospectus shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, including in connection with the filing of a post-effective amendment to such Registration Statement in connection with the Company’s filing of an Annual Report on Form 10-K for any fiscal year (an “Allowed Delay”); provided, however, that the Company shall be permitted promptly (a) notify each Holder in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Holder) disclose to include on such Holder any MNPI giving rise to an Allowed Delay, (b) advise the Holders in writing to cease all sales under the Registration Statement securities issued pursuant until the end of the Allowed Delay and (c) use commercially reasonable efforts to the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities issued to terminate an Investor that are to be included in a Registration Statement shall be included Allowed Delay as Registrable Securities of such Investor for the purpose of allocating securities in such Registration Statement pursuant to this Section 2(c)promptly as practicable.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SECSEC or becomes effective in accordance with SEC rules and applicable law. In the event that an Investor sells or otherwise transfers any of such Investor's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock Shares included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no the event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent (I) of the Required Holders; providedan underwritten offering, however, that if the Company shall be permitted to include on any Registration Statement securities issued pursuant to reasonably determine (after consultation with the transactions described on Schedule 2(erelevant underwriter) to that the amount of Registrable Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are requested to be included in a Registration Statement shall such underwritten offering exceeds the amount which can be sold in such offering without adversely affecting the distribution of the Registrable Securities being offered or (II) the staff of the SEC limits the number of Registrable Securities permitted to be registered pursuant to Rule 415, then the Company will include in such offering only (I) such number of securities that can be sold without adversely affecting the marketability of the offering or (II) the maximum number of securities permitted by the staff of the SEC to be included in such Registration Statement, as applicable, which securities will be so included in the following order of priority: (i) first, the Registrable Securities of such Investor for the purpose of allocating securities Investors that have requested to participate in such Registration Statement pursuant underwritten offering, allocated pro rata among such Investors on the basis of the percentage of the Registrable Securities requested to this Section 2(c)be included in such offering by such Investors, and (ii) second, any other securities of the Company held by other investors in the Company's securities or that are newly issued by the Company and that the Company has determined to include in such underwritten offering.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's ’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In Except as provided on Schedule B hereto, in no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; provided, however, Holders or the Investor Representative. If the SEC requires that the Company shall be permitted to include register less than the amount of Registrable Securities originally included on any Registration Statement securities issued pursuant to at the transactions described time it was filed, the Registrable Securities on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are to be included in a Registration Statement shall be decreased on a pro rata basis and, unless otherwise requested by an Investor, the Warrant Shares included as Registrable Securities of such Investor for the purpose of allocating securities in on such Registration Statement pursuant to this Section 2(c)shall be decreased first.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's Registrable Securities, each transferee that becomes an Investor shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock Shares included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall Except for (i) up to 1,000,000 Common Shares held by the parties (other than the Company) to the Registration Rights Agreement among the Company (as successor to Chardan China Acquisition Corp. III) and Li Zhang, Xxxxx Xxxxxxx, Jiangnan Xxxxx, Xxxxxxx Capital Partners and SUJG, Inc. and their permitted transferees and assigns under such agreement and (ii) up to 750,000 Common Shares issued or issuable upon exercise of the Unit Purchase Option issued by Chardan China Acquisition Corp. III to EarlyBirdCapital, Inc. and upon exercise of the warrants included in the Units issued or issuable upon exercise of such option (the "Other Registrable Securities"), the Company shall not include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; provided, however, that before any Registrable Securities may be excluded from a Registration Statement as a result of a limitation on the maximum number of Common Shares permitted to be registered by the Company on such Registration Statement by the staff of the SEC pursuant to Rule 415, the Company shall be permitted to include on any Registration Statement securities issued pursuant to the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are to be included in a Registration Statement shall be included as first exclude all Other Registrable Securities of such Investor for the purpose of allocating securities in included on such Registration Statement pursuant to this Section 2(c)Statement.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's ’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; provided, however, Holders or the Investor Representative. If the SEC requires that the Company shall be permitted to include register less than the amount of Registrable Securities originally included on any Registration Statement securities issued pursuant to at the transactions described time it was filed, the Registrable Securities on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are to be included in a Registration Statement shall be decreased on a pro rata basis and, unless otherwise requested by an Investor with respect to its Shares and Warrant Shares, the Warrant Shares included as Registrable Securities of such Investor for the purpose of allocating securities in on such Registration Statement pursuant to this Section 2(c)shall be decreased first.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors Holders based on the number of Registrable Securities held by each Investor Holder at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SECSEC (or at the time of filing any supplement thereto). In the event that an Investor a Holder sells or otherwise transfers any of such Investor's Holder’s Registrable SecuritiesSecurities in accordance with the Subscription Agreement, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock Unit Shares included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining InvestorsHolders, pro rata based on the number of Registrable Securities then held by such Investors Holders which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement (or supplement thereto) without the prior written consent of the Required Majority Holders; provided, however, that . To the Company shall be permitted to include on any Registration Statement securities issued pursuant to the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, extent that any such securities issued to an Investor that Registrable Securities are not able to be included in a Registration Statement shall be included as and a pro rata allocation of Registrable Securities is required to be made, the Company agrees to file with the Commission an additional Registration Statement on the appropriate form (including, if required, an effective and available amendment or supplement thereto) relating to the resale by the Holders of such Investor for the purpose balance of allocating securities in the Registrable Securities, and the Company shall use commercially reasonable efforts to cause such Registration Statement pursuant to be declared effective by the Commission as soon as practicable thereafter (if applicable), but in no event later than the Effectiveness Deadline and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act for the Effectiveness Period. (1) if the Commission allows the Registration Statement to be declared effective, subject to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason is the Commission’s determination that (x) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree the Company may reduce, on a pro rata basis, the total number of Registrable Securities to be registered on behalf of each such Holder. In any such pro rata reduction, the number of Registrable Securities to be registered on such Registration Statement will be reduced (i) first, by the Registrable Securities represented by the Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders on a fully diluted basis), and (ii) second, by the Registrable Securities represented by Unit Shares (applied, in the case that some Unit Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Unit Shares); and (2) For not more than ten (10) consecutive days in any twelve (12) month period, the Company may suspend the use of any prospectus included in any Registration Statement contemplated by this Section 2(cin the event that the Company determines in good faith that such suspension is necessary to (A) delay the disclosure of MNPI concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (B) amend or supplement the affected Registration Statement or the related prospectus so that (i) such Registration Statement shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) such prospectus shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, including in connection with the filing of a post-effective amendment to such Registration Statement in connection with the Company’s filing of an Annual Report on Form 20-F for any fiscal year (an “Allowed Delay”); provided, that the Company shall promptly (a) notify each Holder in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of a Holder) disclose to such Holder any MNPI giving rise to an Allowed Delay, (b) advise the Holders in writing to cease all sales under the Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Allocation of Registrable Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement (other than, subject to the two year prohibition contemplated in Section 2.1(f), on an Incidental Registration or an S-3 Registration) without the prior written consent of the Required Holders. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall first be allocated pro rata among the Investors based on the number of Registrable Securities (on an as converted, fully-diluted basis and without giving effect to any exercise or conversion limitations contained in any such convertible or exercisable securities) held by each Investor at the time the such Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's ’s Registrable Securities, each transferee that becomes an Investor shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock Registrable Securities included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities (on an as converted, fully-diluted basis and without giving effect to any exercise or conversion limitations contained in any such convertible or exercisable securities) then held by such Investors which are covered by such Registration Statement. In no event shall For any Demand Registration, if the SEC requires that the Company include any register less than the amount of securities other than Registrable Securities originally included on any Registration Statement without at the prior written consent time it was filed (or is deemed to have required such reduction in accordance with Section 2.1(a)(ii)(C)), the Registrable Securities on such registration statement and any other securities allowed to be registered on such Registration Statement (in accordance with this paragraph) shall be decreased on a pro rata basis; provided, that following any such decrease, at the request of the Required Holders; provided, however, that the Company shall be permitted such Required Holders may elect to include on any withdraw such Registration Statement securities issued pursuant to and thereafter the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any Request for such securities issued to an Investor that are to be included in a Registration Statement shall not be included as Registrable Securities deemed to constitute a Request for purposes of such Investor for the purpose of allocating securities in such Registration Statement pursuant to this Section 2(c)2.1 hereof.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement filed with the SEC during the 12-month period following the Closing Date without the prior written consent of the Required Holders; provided, however, that Holders except for those shares of Common Stock and warrants to purchase shares of Common Stock identified on Schedule 2(c)(i) attached hereto (which shall exclude any securities for which the Company has obtained waivers pursuant to Section 7(xiv) of the Securities Purchase Agreement). In no event shall be permitted to the Company include any securities other than Registrable Securities on any Registration Statement securities filed with the SEC after the 12-month period following the Closing Date without the prior written consent of the Required Holders except for up to 3,500,000 shares of Common Stock issuable by the Company upon exercise of warrants issued pursuant by the Company to Knight Capital Markets, LLC, and the Company's other placement agents on the Closing Date, no more than 5,000,000 shares of Common Stock issuable by the Company upon exercise of warrants to be issued by the Company to the transactions described Company's secured lenders and those shares of Common Stock and warrants to purchase shares of Common Stock identified on Schedule 2(e2(c)(ii) to attached hereto. If the SEC requires that the Company register less than the amount of shares of Common Stock originally included on any Registration Statement at the time it was filed, the Registrable Securities Purchase Agreement; provided, further, that on such registration statement and any such other securities issued to an Investor that are allowed to be included in a Registration Statement shall be included as Registrable Securities of such Investor for the purpose of allocating securities in registered on such Registration Statement pursuant to this Section 2(c)(as set forth below) shall be decreased on a pro rata basis.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; provided, however, that the Company shall be permitted to include may register for resale the Prior Shares on any the Initial Registration Statement securities issued pursuant or an Additional Registration Statement. As used herein, "Prior Shares" means (i) up to the transactions described on Schedule 2(e1,500,000 shares of Common Stock referenced in that certain Registration Rights Agreement entered into with certain stockholders dated as of November 18, 2013, and (ii) up to the Securities Purchase Agreement; provided, further, that any such securities 120,000 shares of Common Stock underlying a warrant issued to an Investor that are to be included in a Registration Statement shall be included placement agent dated as Registrable Securities of such Investor for the purpose of allocating securities in such Registration Statement pursuant to this Section 2(c)March 3, 2014.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors Holders based on the number of Registrable Securities held by each Investor Holder at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor a Holder sells or otherwise transfers any of such Investor's Holder’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement Statement, and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining InvestorsHolders, pro rata based on the number of Registrable Securities then held by such Investors Holders which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Majority Holders. (1) if the Commission allows the Registration Statement to be declared effective at any time before or after the Effectiveness Date, subject to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason is the Commission’s determination that (x) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree the Company may reduce, on a pro rata basis, the total number of Registrable Securities to be registered on behalf of each such Holder. In any such pro rata reduction, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Conversion Shares and Warrant Shares. In addition, any such affected Holder shall be entitled to Piggyback Registration rights after the Registration Statement is declared effective by the Commission until such time as: (AA) all Registrable Securities have been registered pursuant to an effective Registration Statement, (BB) the Registrable Securities may be resold without restriction pursuant to SEC Rule 144 of the Securities Act or (CC) the Holder agrees to be named as an underwriter in any such registration statement. The Holders acknowledge and agree the provisions of this paragraph may apply to more than one Registration Statement; and (2) For not more than fifteen (15) consecutive days or for a total of not more than thirty (30) days in any twelve (12) month period, the Company may suspend the use of any prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (A) delay the disclosure of MNPI concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (B) amend or supplement the affected Registration Statement or the related prospectus so that (i) such Registration Statement shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein or (ii) such prospectus shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, including in connection with the filing of a post-effective amendment to such Registration Statement in connection with the Company’s filing of an Annual Report on Form 10-K for any fiscal year (an “Allowed Delay”); provided, however, that the Company shall be permitted promptly (a) notify each Holder in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Holder) disclose to include on such Holder any MNPI giving rise to an Allowed Delay, (b) advise the Holders in writing to cease all sales under the Registration Statement securities issued pursuant until the end of the Allowed Delay and (c) use commercially reasonable efforts to the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities issued to terminate an Investor that are to be included in a Registration Statement shall be included Allowed Delay as Registrable Securities of such Investor for the purpose of allocating securities in such Registration Statement pursuant to this Section 2(c)promptly as practicable.

Allocation of Registrable Securities. The initial number of Initial Registrable Securities included in any the Initial Registration Statement (or any other Registration Statement filed pursuant to this Section 2) and any each increase or decrease in the number of Initial Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of such Initial Registrable Securities held by each Investor at the time the such Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's ’s Initial Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Initial Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a the Initial Registration Statement (or any other Registration Statement filed pursuant to this Section 2) and which remain allocated to any Person which that ceases to hold any Initial Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which that are covered by such Registration Statement. For purposes hereof, the number of Initial Registrable Securities held by an Investor includes all Conversion Shares then issuable upon the conversion of any amounts outstanding under Notes held by such Investor pursuant to the terms thereof, without regard to any limitations on conversion contained therein. In no event shall the Company include any securities other than Registrable Securities on in any Registration Statement filed pursuant to this Section 2 without the prior written consent of the Required Holders; provided, however, that the Company shall be permitted to include on any Registration Statement securities issued pursuant to the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are to be included in a Registration Statement shall be included as Registrable Securities of such Investor for the purpose of allocating securities in such Registration Statement pursuant to this Section 2(c).

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors Holders based on the number of Registrable Securities held by each Investor Holder at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor a Holder sells or otherwise transfers any of such Investor's Holder’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining InvestorsHolders, pro rata based on the number of Registrable Securities then held by such Investors Holders which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on in any Registration Statement without the prior written consent of the Required Majority Holders. (1) if the Commission allows the Registration Statement to be declared effective at any time before or after the Effectiveness Date, subject to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason is the Commission’s determination that (x) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree, unless otherwise directed in writing by the Majority Holders, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by the Registrable Securities represented by the Dividend Shares and second to the Registrable Securities represented by Conversion Shares (applied, in either case, to the Holders on a pro rata basis based on the total number of unregistered Dividend Shares and Conversion Shares held by such Holders). In addition, any such affected Holder shall be entitled to Piggyback Registration rights after the Registration Statement is declared effective by the Commission until such time as: (AA) all Registrable Securities have been registered pursuant to an effective Registration Statement, (BB) the Registrable Securities may be resold without restriction pursuant to SEC Rule 144 of the Securities Act or (CC) the Holder agrees to be named as an underwriter in any such registration statement. The Holders acknowledge and agree the provisions of this paragraph may apply to more than one Registration Statement; and (2) For not more than thirty (30) consecutive days or for a total of not more than sixty (60) days in any twelve (12) month period, the Company may suspend the use of any prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (A) delay the disclosure of MNPI concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (B) amend or supplement the affected Registration Statement or the related prospectus so that (i) such Registration Statement shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein or (ii) such prospectus shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, including in connection with the filing of a post-effective amendment to such Registration Statement in connection with the Company’s filing of an Annual Report on Form 10-K for any fiscal year (an “Allowed Delay”); provided, however, that the Company shall be permitted promptly (a) notify each Holder in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Holder) disclose to include on such Holder any MNPI giving rise to an Allowed Delay, (b) advise the Holders in writing to cease all sales under the Registration Statement securities issued pursuant until the end of the Allowed Delay and (c) use commercially reasonable efforts to the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities issued to terminate an Investor that are to be included in a Registration Statement shall be included Allowed Delay as Registrable Securities of such Investor for the purpose of allocating securities in such Registration Statement pursuant to this Section 2(c)promptly as practicable.

Allocation of Registrable Securities. The initial number of Registrable Securities Conversion Shares or Warrant Shares included in any Registration Statement and any each increase or decrease in the number of Registrable Securities Conversion Shares and Warrant Shares included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities Conversion Shares and Warrant Shares covered by that Registration Statement (determined as if all of the Notes held by Investors then outstanding have been converted into Conversion Shares and all Warrants then outstanding have been exercised for Warrant Shares, without regard to any limitations on conversion of the Notes or exercise of the Warrants) held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities Conversion Shares and Warrant Shares or increase or decrease thereof is declared effective by the SECCommission. In the event that an Investor sells or otherwise transfers any of such Investor's Registrable Securities, each transferee shall be allocated a pro rata the portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated allocable to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statementtransferor. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; providedInvestors holding at least a majority of the Conversion Shares and Warrant Shares covered by that Registration Statement, however, that determined as if all of the Company shall be permitted Notes held by Investors then outstanding have been converted into Conversion Shares and all Warrants then outstanding have been exercised for Warrant Shares without regard to include any limitations on any Registration Statement securities issued pursuant to conversion of the transactions described on Schedule 2(e) to Notes or exercise of the Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are to be included in a Registration Statement shall be included as Registrable Securities of such Investor for the purpose of allocating securities in such Registration Statement pursuant to this Section 2(c)Warrants.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; providedHolders any securities other than (i) Registrable Securities, (ii) Other Securities, (iii) Common Stock issuable upon the exercise of warrants issued to Rodman & Renshaw, LLC as placement agent in respect of the offerings xx xxe Rxxxxxxxble Securities and Other Securities, (iv) the shares of Common Stock (increased to reflect the effect of any stock split or decreased to reflect the effect of any reverse stock split, as applicable) held by those holders of the Company who held shares of the Company prior to the effectiveness of the Merger (as defined in the Securities Purchase Agreement), and (v) the shares of Common Stock held by the persons listed on SCHEDULE 2(B) (the "EXISTING HOLDERS") hereto not to exceed that number of shares of Common Stock set forth next to the respective Existing Holder's name on SCHEDULE 2(B) (PROVIDED, however, that the Company such limit shall be permitted increased to include on reflect the effect of any Registration Statement securities issued pursuant stock split and decreased to reflect the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that effect of any such securities issued to an Investor that are to be included in a Registration Statement shall be included as Registrable Securities of such Investor for the purpose of allocating securities in such Registration Statement pursuant to this Section 2(creverse stock split).

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's ’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; providedHolders any securities other than (i) the Registrable Securities and (ii) the Registrable Securities (as defined in that certain Registration Rights Agreement dated as of February 12, however2014 by and among MabVax Therapeutics, that Inc. and the investors listed on the signature pages attached thereto (as the same is assigned to, and assumed by, the Company shall be permitted to include on any Registration Statement securities issued pursuant to that certain Agreement and Plan of Merger dated as of the transactions described on Schedule 2(e) to date hereof by and among Mabvax Therapeutics, Inc., a Delaware corporation, Tacoma Acquisition Corp., a Delaware Corporation and the Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are to be included in a Registration Statement shall be included as Registrable Securities of such Investor for the purpose of allocating securities in such Registration Statement pursuant to this Section 2(cCompany)).

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's ’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In Except for the securities described in Schedule 2(c)(i) attached hereto (the “Existing Investors Shares”) and for the securities set forth on Schedule 2(c)(ii) (the “Palm Beach Shares”), in no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; provided, however, that in the Company shall be permitted to include on event the Commission requires the number of shares of Common Stock included in any Registration Statement securities issued pursuant to the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are to be included in a Registration Statement cut back because of Rule 415 or otherwise, before any Registrable Securities and Existing Investors Shares are excluded, all Palm Beach Shares shall be included as excluded first on a pro rata basis until all of such Palm Beach Shares have been excluded and before any Registrable Securities contemplated in clause (iii) of the definition of Initial Registrable Securities are excluded, all other Registrable Securities and the Existing Investors Shares shall be first excluded on a pro rata basis until all of such Investor for the purpose of allocating securities in such Registration Statement pursuant to this Section 2(c)other Registrable Securities and Existing Investors Shares have been excluded.

Allocation of Registrable Securities. The initial number of Initial Registrable Securities included in any the Initial Registration Statement (or any other Registration Statement filed pursuant to this Section 2) and any each increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of such Registrable Securities held by each Investor at the time the such Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's ’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a the Initial Registration Statement (or any other Registration Statement filed pursuant to this Section 2) and which remain allocated to any Person which that ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which that are covered by such Registration Statement. For purposes hereof, the number of Registrable Securities held by an Investor includes all Conversion Shares then issuable upon the conversion of any amounts outstanding under Notes held by such Investor pursuant to the terms thereof, without regard to any limitations on conversion contained therein. In no event shall the Company include any securities other than Registrable Securities on in any Registration Statement filed pursuant to this Section 2 without the prior written consent of the Required Holders; provided, however, that the Company shall be permitted to include on any Registration Statement securities issued pursuant to the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are to be included in a Registration Statement shall be included as Registrable Securities of such Investor for the purpose of allocating securities in such Registration Statement pursuant to this Section 2(c).

Allocation of Registrable Securities. The initial In the event that the number of Registrable Securities included in any Registration Statement is less than the Required Registration Amount, the initial number of Registrable Securities included in such Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Investor Registrable Securities or increase or decrease thereof is declared effective by the SECSEC and shall not include any Creditor Registrable Securities if there are any Investor Registrable Securities not included in such Registration Statement or prior Registration Statements that the SEC has declared effective. In the event that an Investor sells or otherwise transfers any of such Investor's ’s Investor Registrable Securities, each transferee shall shall, upon becoming an Investor, be allocated a pro rata portion of the then remaining number of Investor Registrable Securities included in such Registration Statement for such transferor. Any shares Shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Investor Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Investor Registrable Securities then held by such Investors which are covered by such Registration Statement. Any amount of Registrable Securities included in one or more Registration Statements in excess of the Required Registration Amount shall be allocated pro rata among the Creditors based on the number of Creditor Registrable Securities held by each Creditor at the time the Registration Statement covering such Registrable Securities is declared effective by the SEC. In no event shall the Company include any securities other than Investor Registrable Securities or Creditor Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; provided, however, that the Company shall be permitted to include on any Registration Statement securities issued pursuant to the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are to be included in a Registration Statement shall be included as Registrable Securities of such Investor for the purpose of allocating securities in such Registration Statement pursuant to this Section 2(c).

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; provided, however, that the Company shall be permitted other than to include on any Registration Statement register securities issued pursuant to the transactions described on Schedule 2(eor issuable in connection with (i) to the that certain Securities Purchase Agreement; provided, furtherdated May 15, 2018, as subsequently amended, by and between the Company and each purchaser identified on the signature page thereto (the “Palladium SPA”), (ii) that any such securities issued to an Investor certain Securities Purchase Agreement, dated July 8, 2019, by and between the Company and Cxxx.xxx, Inc. (the “Calm SPA”) and (iii) that are to be included in a Registration Statement shall be included certain reload offer letter, dated as Registrable Securities of such Investor for July 8, 2019 (the purpose of allocating securities in such Registration Statement pursuant to this Section 2(c“Reload Offer Letter”).

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any other shares of Common Stock included in the Registration Statement pursuant to registration rights previously granted to the Existing Rightsholders (solely for purposes of this Section 2b, such shares of Common Stock included in the Registration Statement pursuant to registration rights previously granted to the Existing Rightsholders shall be deemed to be Registrable Securities) and each increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors and Existing Rightsholders based on the number of Registrable Securities held by each Investor and Existing Rightsholder at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor or Existing Rightsholder sells or otherwise transfers any of such Investor's or Existing Rightsholders' Registrable SecuritiesSecurities to another party who becomes an Investor or Existing Rightsholder, as the case may be, each transferee Investor or Existing Rightsholder shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferortransferor Investor or Existing Rightsholder. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining InvestorsInvestors and Existing Rightsholders, pro rata based on the number of Registrable Securities then held by such Investors which and Existing Rightsholder that are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; provided, however, that the Company shall be permitted to include on any Registration Statement securities issued pursuant to the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are to be included in a Registration Statement shall be included as Registrable Securities of such Investor for the purpose of allocating securities in such Registration Statement pursuant to this Section 2(c).

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's ’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; provided, however, that the Company shall be permitted to include on any Registration Statement securities issued pursuant to the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are to be included in a Registration Statement shall be included as Registrable Securities of such Investor for the purpose of allocating securities in such Registration Statement pursuant to this Section 2(c).

Allocation of Registrable Securities. The initial number of Warrant Registrable Securities included in any the Initial Registration Statement (or any other Registration Statement filed pursuant to this Section 2) and any each increase or decrease in the number of Warrant Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of such Warrant Registrable Securities held by each Investor at the time the such Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's Warrant Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Warrant Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a the Initial Registration Statement (or any other Registration Statement filed pursuant to this Section 2) and which remain allocated to any Person which ceases to hold any Warrant Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Warrant Registrable Securities then held by such Investors which are covered by such Registration Statement. For purposes hereof, the number of Warrant Registrable Securities held by an Investor includes all Warrant Registrable Securities issuable upon the exercise of Warrants held by such Investor, without regard to any limitations on exercise of the Warrant. In no event shall the Company include any securities other than Registrable Securities on in any Registration Statement without the prior written consent of the Required Holders; provided, however, that the Company shall be permitted to include on any Registration Statement securities issued pursuant to the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are to be included in a Registration Statement shall be included as Registrable Securities of such Investor for the purpose of allocating securities in such Registration Statement filed pursuant to this Section 2(c)2.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without Without the prior written consent of Buyers holding at least 75% of the Required Holders; providedRegistrable Securities and LBI Group Inc and its affiliates ("Lehman") for so long as Lehman holds not less than $10 million in prixxxxxx amount of Convertxxxx Xebentures (or shares of Common Stock attributable to conversion of such Convertible Debentures), however, that the Company shall be permitted to not (i) include on any Registration Statement securities issued required to be filed pursuant to the transactions described on Schedule 2(eSection 2(a) any securities other than (A) Registrable Securities and (B) securities held by Oppenheimer Capital Fund ("Oppenheimer") and subject to the Securities Purchase Agreement; providedRegistratxxx Xxxxxx Agreement dated Xxxxxx 00, further2001 between the Company and Oppenheimer, that or (ii) file any registration statement with the SEC (otxxx xxxx x registration statement on Form S-8 or Form S-4 or any successor form to such securities forms or a registration statement required under the registration rights agreement entered into in connection with the Company's Senior Notes issued on or about the Closing Date) prior to an Investor that are the date on which the Registration Statement required to be included in a Registration Statement shall be included as Registrable Securities of such Investor for the purpose of allocating securities in such Registration Statement filed pursuant to this Section 2(c)2(a) is declared to be effective.

Allocation of Registrable Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement (other than on an Incidental Registration or an S-3 Registration initiated by the Company) without the prior written consent of the Required Holders. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall first be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the such Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. . In the event that an Investor sells or otherwise transfers any of such Investor's ’s Registrable Securities, each transferee that becomes an Investor shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall If the SEC requires that the Company include any securities other register less than Registrable Securities the amount of shares of Common Stock originally included on any Registration Statement without at the prior written consent time it was filed, the Registrable Securities on such registration statement and any other securities allowed to be registered on such Registration Statement (in accordance with this paragraph) shall be decreased on a pro rata basis; provided, that following any such decrease, at the request of the Required Holders; provided, however, that the Company shall be permitted such Required Holders may elect to include on any withdraw such Registration Statement securities issued pursuant to and thereafter the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any Request for such securities issued to an Investor that are to be included in a Registration Statement shall not be included as Registrable Securities deemed to constitute a Request for purposes of such Investor for the purpose of allocating securities in such Registration Statement pursuant to this Section 2(c)2.1 hereof.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's ’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement filed with the SEC during the 12-month period following the Closing Date without the prior written consent of the Required Holders; provided, however, that Holders except for those shares of Common Stock and warrants to purchase shares of Common Stock identified on Schedule 2(c)(i) attached hereto. In no event shall the Company shall be permitted to include any securities other than Registrable Securities on any Registration Statement securities issued pursuant filed with the SEC after the 12-month period following the Closing Date without the prior written consent of the Required Holders except for those shares of Common Stock and warrants to the transactions described purchase shares of Common Stock identified on Schedule 2(e2(c)(ii) to attached hereto. If the SEC requires that the Company register less than the amount of shares of Common Stock originally included on any Registration Statement at the time it was filed, the Registrable Securities Purchase Agreement; provided, further, that on such registration statement and any such other securities issued to an Investor that are allowed to be included in a Registration Statement shall be included as Registrable Securities of such Investor for the purpose of allocating securities in registered on such Registration Statement pursuant to this Section 2(c)(as set forth below) shall be decreased on a pro rata basis.

Allocation of Registrable Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders except for the securities required to be registered by the Company pursuant to the Coty Registration Rights Agreement (as defined in the Securities Purchase Agreement) (such additional securities required to be registered pursuant to the Coty Registration Rights Agreement, the “Other Registrable Securities”, and the registered holders of such Other Registrable Securities, the “Other Investors”). The initial number of Registrable Securities and Other Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities or Other Registrable Securities included therein shall first be allocated among the Other Investors and the Noteholders (x) with the Other Investors being entitled to the Other Investor Percentage of such number of Registrable Securities and Other Registrable Securities and (y) with the Noteholders dividing the remainder of such number of Registrable Securities and Other Registrable Securities pro rata among the Investors based on the number of Note Registrable Securities held by each Investor Noteholder at the time the Registration Statement covering such initial number of Registrable Securities and Other Registrable Securities or increase thereof is declared effective by the SEC, and any of such number of Registrable Securities and Other Registrable Securities included in such Registration Statement and any increase in such number of Registrable Securities or decrease thereof Other Registrable Securities included therein that remains after all of the Note Registrable Securities are covered by such Registration Statement shall then be allocated pro rata among the Investors and the Other Investors based on the number of Registrable Securities (other than Note Registrable Securities) and Other Registrable Securities held by each Investor and Other Investor at the time such Registration Statement is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's ’s Registrable Securities, each transferee that becomes an Investor shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities or Other Registrable Securities covered by such Registration Statement shall first be allocated to the remaining Noteholders, pro rata based on the number of Note Registrable Securities then held by such Noteholders which are covered by such Registration Statement, and any such shares of Common Stock to be reallocated that remain after all of the Note Registrable Securities are covered by such Registration Statement shall then be allocated to the remaining Investors and Other Investors, pro rata based on the number of Registrable Securities (other than Note Registrable Securities) and Other Registrable Securities then held by such Investors and Other Investors which are covered by such Registration Statement. In no event shall If the SEC requires that the Company include any securities other register less than Registrable Securities the amount of shares of Common Stock originally included on any Registration Statement without at the prior written consent of time it was filed, first the Required Holders; provided, however, that the Company shall be permitted to include Registrable Securities (other than Note Registrable Securities) on such registration statement and any Registration Statement other securities issued pursuant to the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are allowed to be included in a Registration Statement shall be included as Registrable Securities of such Investor for the purpose of allocating securities in registered on such Registration Statement pursuant (in accordance with this paragraph) shall be decreased on a pro rata basis, and then if any additional shares of Common Stock need to this Section 2(c)be decreased, the Note Registrable Securities shall be decreased on a pro rata basis.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's Registrable Securities, each transferee that becomes an Investor shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock Shares included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the The Company may include any securities other than Registrable Securities (the "Other Registrable Securities") on any Registration Statement without the prior written consent of the Required Holders; provided, however, that the Company shall be permitted to include on any Registration Statement securities issued pursuant to the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are to be included in a Registration Statement shall only if, to the extent the number of securities to be included as Registrable Securities of such Investor for the purpose of allocating securities in registered on such Registration Statement is to be cut back (either as required by the staff of the SEC pursuant to this Section 2(cRule 415 or otherwise), all of the Other Registrable Securities are excluded from such Registration Statement before any Registrable Securities are excluded.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's ’s Registrable SecuritiesSecurities in compliance with Section 9 hereof, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock Applicable Security included in a Registration Statement and which remain remains allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall Except as set forth in this Section 2(c), the Company shall not include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders. Nothing in the Transaction Documents shall prevent the inclusion of the Agent Shares (as defined in the Securities Purchase Agreement) in an Additional Registration Statement; provided, however, provided that the Company shall will not include the Agent Shares on any Additional Registration Statement filed if inclusion of the Agent Shares would cause the number of Securities registered on such Additional Registration Statement to exceed 33% of the Company’s issued and outstanding share capital not held by affiliates. Notwithstanding anything herein to the contrary, no Agent Shares may be permitted to include included on any Registration Statement securities issued if after the effective date of such Registration Statement, all Registrable Securities shall not be registered thereunder or pursuant to the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are to be included in a one or more previously effective Registration Statement shall be included as Registrable Securities of such Investor for the purpose of allocating securities in such Registration Statement pursuant to this Section 2(c)Statements.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors Purchasers based on the number of Registrable Securities held by each Investor Purchaser at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor a Purchaser sells or otherwise transfers any of such Investor's Purchaser’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock Shares or Conversion Shares, as applicable, included in a Registration Statement and which remain allocated to any Person which that ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining InvestorsPurchasers, pro rata based on the number of Registrable Securities then held by such Investors Purchasers which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement registration statement filed with the SEC during the 6-month period following the Note Closing Date without the prior written consent of the Required Holders; provided, however, Holders of Additional Registrable Securities. If the SEC requires that the Company shall be permitted to include register less than the amount of the Conversion Shares originally included on any Registration Statement securities issued pursuant to at the transactions described on Schedule 2(e) to time it was filed, the Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are to be included in a Registration Statement shall be included as Registrable Securities of such Investor for the purpose of allocating securities in on such Registration Statement pursuant and any other securities allowed to this Section 2(c)be registered on such Registration Statement (as set forth below) shall be decreased on a pro rata basis.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required HoldersHolders other than shares of Common Stock received by Deep Silver, Inc. ("Deep Silver") pursuant to that certain Distribution Agreement, dated as of March 2, 2010, between the Company and Deep Silver, such amount not to exceed 3 million shares of Common Stock; provided, provided however, that if the Company shall number of securities to be permitted to include on registered in any Registration Statement securities issued pursuant to the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are is required to be included in a Registration Statement reduced for any reason, including, without limitation, as requested or required by the SEC, no Registable Securities shall be included as Registrable Securities of such Investor for the purpose of allocating so reduced until all securities in held by Deep Silver are excluded from such Registration Statement pursuant to this Section 2(c)Statement.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; provided, however, except that the Company shall be permitted to include on any Registration Statement securities issued pursuant to shares of Common Stock underlying the transactions described on Schedule 2(eXxxxxxxxxx Warrants (as defined in Section 30(u) to of the Notes) and the shares of Common Stock underlying the Existing Registrable Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are to may be included in a one or more Registration Statements, provided that all of the remaining Conversion Shares issued or issuable upon conversion of all of the Notes and all of the remaining Warrant Shares issued or issuable upon exercise of all of the Warrants are included in the same Registration Statement shall be or have previously been included as Registrable Securities of such Investor for the purpose of allocating securities in such one or more Registration Statement pursuant to this Section 2(c)Statements.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's Registrable SecuritiesSecurities other than pursuant to the Plan of Distribution contained in the Registration Statement, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In Except for (i) up to 13,500,000 shares of Common Stock issued and sold to Millenium Global High Yield Fund Limited (or one or more of its designees or assignees) and/or to Line Trust Corporation Limited (or one or more of its designees or assignees) and up to 13,500,000 shares of Common Stock issued or issuable upon exercise of Warrants issued and sold to such parties in connection therewith, in each case within sixteen (16) calendar days after the Closing Date, pursuant to agreements in form and substance satisfactory to the Required Holders and (ii) up to 20,000,000 shares of Common Stock issued and sold to Line Trust Corporation Limited in January 2005, in no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; provided, however, that the Company shall be permitted to include on any Registration Statement securities issued pursuant to the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are to be included in a Registration Statement shall be included as Registrable Securities of such Investor for the purpose of allocating securities in such Registration Statement pursuant to this Section 2(c).

Allocation of Registrable Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders except for the securities required to be registered by the Company pursuant to the Coty Registration Rights Agreement (as defined in the Securities Purchase Agreement) (such additional securities required to be registered pursuant to the Coty Registration Rights Agreement, the "OTHER REGISTRABLE SECURITIES", and the registered holders of such Other Registrable Securities, the "OTHER INVESTORS"). The initial number of Registrable Securities and Other Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities or Other Registrable Securities included therein shall first be allocated among the Other Investors and the Noteholders (x) with the Other Investors being entitled to the Other Investor Percentage of such number of Registrable Securities and Other Registrable Securities and (y) with the Noteholders dividing the remainder of such number of Registrable Securities and Other Registrable Securities pro rata among the Investors based on the number of Note Registrable Securities held by each Investor Noteholder at the time the Registration Statement covering such initial number of Registrable Securities and Other Registrable Securities or increase thereof is declared effective by the SEC, and any of such number of Registrable Securities and Other Registrable Securities included in such Registration Statement and any increase in such number of Registrable Securities or decrease thereof Other Registrable Securities included therein that remains after all of the Note Registrable Securities are covered by such Registration Statement shall then be allocated pro rata among the Investors and the Other Investors based on the number of Registrable Securities (other than Note Registrable Securities) and Other Registrable Securities held by each Investor and Other Investor at the time such Registration Statement is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's Registrable Securities, each transferee that becomes an Investor shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities or Other Registrable Securities covered by such Registration Statement shall first be allocated to the remaining Noteholders, pro rata based on the number of Note Registrable Securities then held by such Noteholders which are covered by such Registration Statement, and any such shares of Common Stock to be reallocated that remain after all of the Note Registrable Securities are covered by such Registration Statement shall then be allocated to the remaining Investors and Other Investors, pro rata based on the number of Registrable Securities (other than Note Registrable Securities) and Other Registrable Securities then held by such Investors and Other Investors which are covered by such Registration Statement. In no event shall If the SEC requires that the Company include any securities other register less than Registrable Securities the amount of shares of Common Stock originally included on any Registration Statement without at the prior written consent of time it was filed, first the Required Holders; provided, however, that the Company shall be permitted to include Registrable Securities (other than Note Registrable Securities) on such registration statement and any Registration Statement other securities issued pursuant to the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are allowed to be included in a Registration Statement shall be included as Registrable Securities of such Investor for the purpose of allocating securities in registered on such Registration Statement pursuant (in accordance with this paragraph) shall be decreased on a pro rata basis, and then if any additional shares of Common Stock need to this Section 2(c)be decreased, the Note Registrable Securities shall be decreased on a pro rata basis.

Allocation of Registrable Securities. The initial number of Registrable Securities or Make-Whole Securities included in any Registration Statement and any each increase or decrease in the number of Registrable Securities or Make-Whole Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities or Make-Whole Securities, as the case may be, held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or Make-Whole Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities or Make-Whole Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities or Make-Whole Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without Without the prior written consent of Buyers holding at least 75% of the Required Holders; providedRegistrable Securities and LBI Group Inc and its affiliates ("Xxxxxx") for so long as Xxxxxx holds not less than $10 million in principal amount of Convertible Debentures (or shares of Common Stock attributable to conversion of such Convertible Debentures), however, that the Company shall be permitted to not (i) include on any Registration Statement securities issued required to be filed pursuant to the transactions described on Schedule 2(eSection 2(a)(i) any securities other than (A) Registrable Securities and (B) securities held by Xxxxxxxxxxx Capital Fund ("Xxxxxxxxxxx") and subject to the Securities Purchase Agreement; providedRegistration Rights Agreement dated August 14, further2001 between the Company and Xxxxxxxxxxx, that or (ii) file any registration statement with the SEC (other than a registration statement on Form S-8 or Form S-4 or any successor form to such securities forms or a registration statement required under the registration rights agreement entered into in connection with the Company's Senior Notes issued on or about the Closing Date) prior to an Investor that are the date on which the Registration Statement required to be included in a filed pursuant to Section 2(a)(i) is declared to be effective; or (iii) include on any Registration Statement shall required to be included as Registrable Securities of such Investor for filed pursuant to Section 2(a)(ii) any securities other than Make-Whole Securities; or (iv) if the purpose of allocating securities in such Company is required to file a Registration Statement pursuant to this Section 2(c2(a)(ii), file any Registration Statement with the SEC (other than a registration statement on Form S-8 or Form S-4 or any successor form to such forms or a registration statement required under the registration rights agreement entered into in connection with the Company's Senior Notes issued on or about the Closing Date) between the Make-Whole Date and the date on which any Registration Statement filed pursuant to Section 2(a)(ii) is declared to be effective.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's Registrable SecuritiesSecurities then remaining unsold, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of Buyers holding at least a majority of the Required HoldersRegistrable Securities; provided, however, that that, notwithstanding the foregoing, the Company shall be permitted to may include on any Registration Statement securities issued pursuant to Statement, without the transactions described on Schedule 2(e) to prior written consent of the Securities Purchase Agreement; providedBuyers, further, that any such securities shares of Common Stock issued to vendors of the Company in an Investor that are amount not to be included in a Registration Statement shall be included as Registrable Securities of such Investor for the purpose of allocating securities in such Registration Statement pursuant to this Section 2(c)exceed 2,000,000 shares.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; providedHolders any securities other than (i) Registrable Securities, (ii) Other Securities, (iii) Common Stock issuable upon the exercise of warrants issued to Rodman & Renshaw, LLC as placement agent in respect of the offerings xx xxe Rxxxxxxxble Securities and Other Securities, (iv) the shares of Common Stock (increased to reflect the effect of any stock split or decreased to reflect the effect of any reverse stock split, as applicable) held by those holders of the Company who held shares of the Company prior to the effectiveness of the Merger (as defined in the Securities Purchase Agreement), and (v) the shares of Common Stock held by the persons listed on Schedule 2(b) (the "EXISTING HOLDERS") hereto not to exceed that number of shares of Common Stock set forth next to the respective Existing Holder's name on Schedule 2(b) (PROVIDED, however, that the Company such limit shall be permitted increased to include on reflect the effect of any Registration Statement securities issued pursuant stock split and decreased to reflect the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that effect of any such securities issued to an Investor that are to be included in a Registration Statement shall be included as Registrable Securities of such Investor for the purpose of allocating securities in such Registration Statement pursuant to this Section 2(creverse stock split).

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors Holders based on the number of Registrable Securities held by each Investor Holder at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor a Holder sells or otherwise transfers any of such Investor's Holder’s Registrable SecuritiesSecurities in accordance with the Purchase Agreement, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock Shares included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining InvestorsHolders, pro rata based on the number of Registrable Securities then held by such Investors Holders which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Majority Holders. (1) if the Commission allows the Registration Statement to be declared effective, subject to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason is the Commission’s determination that (x) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree the Company may reduce, on a pro rata basis, the total number of Registrable Securities to be registered on behalf of each such Holder; provided, howeverthat if the Commission or another regulatory agency requests that a Purchaser be identified as a statutory underwriter in the Registration Statement, Purchaser will have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Company. In any such pro rata reduction, the number of Registrable Securities to be registered on such Registration Statement will be reduced (i) first, by the Registrable Securities represented by the Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders on a fully diluted basis), and (ii) second, by the Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares). In addition, any such affected Holder shall be entitled to Piggyback Registration rights after the Registration Statement is declared effective by the Commission until such time as: (AA) all Registrable Securities have been registered pursuant to an effective registration statement, (BB) the Registrable Securities may be resold without restriction pursuant to Rule 144, or (CC) the Holder agrees to be named as an underwriter in any such registration statement; and (2) For not more than fifteen (15) consecutive days or for a total of not more than forty-five (45) days in any twelve (12) month period, the Company may suspend the use of any prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (A) delay the disclosure of MNPI concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (B) amend or supplement the affected Registration Statement or the related prospectus so that (i) such Registration Statement shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) such prospectus shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, including in connection with the filing of a post-effective amendment to such Registration Statement in connection with the Company’s filing of an Annual Report on Form 10-K for any fiscal year (an “Allowed Delay”); provided, that the Company shall be permitted promptly (a) notify each Holder in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of a Holder) disclose to include on such Holder any MNPI giving rise to an Allowed Delay, (b) advise the Holders in writing to cease all sales under the Registration Statement securities issued pursuant until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. (3) Notwithstanding the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are to be included registration obligations set forth in a Registration Statement shall be included as Registrable Securities of such Investor for the purpose of allocating securities in such Registration Statement pursuant to this Section 2(c), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's Registrable SecuritiesSecurities pursuant to Section 9, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities, the Securities issued pursuant to the Note and Warrant Purchase Agreement dated as of the date hereof and entered into by the Company and certain holders of senior indebtedness (the "NOTE AND WARRANT PURCHASE AGREEMENT") and securities issued to Libra Securities LLC in connection with the Note and Warrant Purchase Agreement on any Registration Statement without the prior written consent of the Required Holders; provided, however, that the Company shall be permitted to include on any Registration Statement securities issued pursuant to the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are to be included in a Registration Statement shall be included as Registrable Securities of such Investor for the purpose of allocating securities in such Registration Statement pursuant to this Section 2(c).

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SECSEC or becomes effective in accordance with SEC rules and applicable law. In the event that an Investor sells or otherwise transfers any of such Investor's ’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no the event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent (I) of the Required Holders; providedan underwritten offering, however, that if the Company shall be permitted to include on any Registration Statement securities issued pursuant to reasonably determine (after consultation with the transactions described on Schedule 2(erelevant underwriter) to that the amount of Registrable Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are requested to be included in a Registration Statement shall such underwritten offering exceeds the amount which can be sold in such offering without adversely affecting the distribution of the Registrable Securities being offered or (II) the staff of the SEC limits the number of Registrable Securities permitted to be registered pursuant to Rule 415, then the Company will include in such offering only (I) such number of securities that can be sold without adversely affecting the marketability of the offering or (II) the maximum number of securities permitted by the staff of the SEC to be included in such Registration Statement, as applicable, which securities will be so included in the following order of priority: (i) first, the Registrable Securities of such Investor for the purpose of allocating securities Investors that have requested to participate in such Registration Statement pursuant underwritten offering, allocated pro rata among such Investors on the basis of the percentage of the Registrable Securities requested to this Section 2(c)be included in such offering by such Investors, and (ii) second, any other securities of the Company held by other investors in the Company’s securities or that are newly issued by the Company and that the Company has determined to include in such underwritten offering.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement filed with the SEC during the 12-month period following the Closing Date without the prior written consent of the Required Holders; providedHolders except for up to 912,511 shares of Common Stock issuable by the Company upon exercise of warrants issued by the Company to Knight Capital Markets, however, LLC. If the SEC requires that the Company shall be permitted to include register less than the amount of shares of Common Stock originally included on any Registration Statement at the time it was filed, the Registrable Securities on such registration statement and any other securities issued pursuant to the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are allowed to be included in a Registration Statement shall be included as Registrable Securities of such Investor for the purpose of allocating securities in registered on such Registration Statement pursuant to this Section 2(c)(as set forth below) shall be decreased on a pro rata basis.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; provided, however, except that the Company shall be permitted to include on any Registration Statement securities issued pursuant to shares of Common Stock underlying the transactions described on Schedule 2(eXxxxxxxxxx Warrants (as defined in Section 30(u) to of the Notes) and the shares of Common Stock underlying the Existing Registrable Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are to may be included in a one or more Registration Statements, provided that all of the remaining Conversion Shares issued or issuable upon conversion of all of the Notes and all of the remaining Warrant Shares issued or issuable upon exercise of all of the Warrants are included in the same Registration Statement shall be or have previously been included as in one or more Registration Statements. Subject to the previous sentence, the Investors party to the Amended and Restated Registration Rights Agreement and/or the 2007 Registration Rights Agreement hereby consent to the inclusion of the Registrable Securities of such Investor for on the purpose of allocating securities in such same Registration Statement pursuant to this Section 2(c)with the Existing Registrable Securities.

Allocation of Registrable Securities. In no event shall the Company include any securities other than Registrable Securities and Unit Offering Shares on any Registration Statement without the prior written consent of the Required Holders. The initial number of Registrable Securities included in any Registration Statement and any each increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of such Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's ’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock Shares included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall For purposes hereof, the Company include any securities other than number of Registrable Securities held by an Investor includes all Registrable Securities issuable upon the exercise of Warrants held by such Investor, without regard to any limitations on any Registration Statement without the prior written consent exercise of the Required Holders; provided, however, that the Company shall be permitted to include on any Registration Statement securities issued pursuant Warrants. Notwithstanding anything to the transactions described on Schedule 2(e) to contrary contained herein, any reduction in the number of Registrable Securities Purchase Agreement; provided, further, and Unit Offering Shares that any such securities issued to an Investor that are to would otherwise be included in a Registration Statement as a result of a limitation imposed by the SEC pursuant to Rule 415 shall be included as allocated pro rata among the Investors and the holders of the Unit Offering Shares based upon the number of Registrable Securities of or Unit Offer Shares held by each such Investor for or holder at the purpose of allocating securities in such time the Registration Statement pursuant to this Section 2(c)is deemed effective.

Allocation of Registrable Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement (other than on an Incidental Registration or an S-3 Registration initiated by the Company) without the prior written consent of the Required Holders. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall first be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the such Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's Registrable Securities, each transferee that becomes an Investor shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall If the SEC requires that the Company include any securities other register less than Registrable Securities the amount of shares of Common Stock originally included on any Registration Statement without at the prior written consent time it was filed, the Registrable Securities on such registration statement and any other securities allowed to be registered on such Registration Statement (in accordance with this paragraph) shall be decreased on a pro rata basis; provided, that following any such decrease, at the request of the Required Holders; provided, however, that the Company shall be permitted such Required Holders may elect to include on any withdraw such Registration Statement securities issued pursuant to and thereafter the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any Request for such securities issued to an Investor that are to be included in a Registration Statement shall not be included as Registrable Securities deemed to constitute a Request for purposes of such Investor for the purpose of allocating securities in such Registration Statement pursuant to this Section 2(c)2.1 hereof.

Allocation of Registrable Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders except for the securities required to be registered by the Company pursuant to the Coty Registration Rights Agreement (as defined in the Securities Purchase Agreement) (such additional securities required to be registered pursuant to the Coty Registration Rights Agreement, the "Other Registrable Securities", and the registered holders of such Other Registrable Securities, the "Other Investors"). The initial number of Registrable Securities and Other Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities or Other Registrable Securities included therein shall first be allocated among the Other Investors and the Noteholders (x) with the Other Investors being entitled to the Other Investor Percentage of such number of Registrable Securities and Other Registrable Securities and (y) with the Noteholders dividing the remainder of such number of Registrable Securities and Other Registrable Securities pro rata among the Investors based on the number of Note Registrable Securities held by each Investor Noteholder at the time the Registration Statement covering such initial number of Registrable Securities and Other Registrable Securities or increase thereof is declared effective by the SEC, and any of such number of Registrable Securities and Other Registrable Securities included in such Registration Statement and any increase in such number of Registrable Securities or decrease thereof Other Registrable Securities included therein that remains after all of the Note Registrable Securities are covered by such Registration Statement shall then be allocated pro rata among the Investors and the Other Investors based on the number of Registrable Securities (other than Note Registrable Securities) and Other Registrable Securities held by each Investor and Other Investor at the time such Registration Statement is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's Registrable Securities, each transferee that becomes an Investor shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities or Other Registrable Securities covered by such Registration Statement shall first be allocated to the remaining Noteholders, pro rata based on the number of Note Registrable Securities then held by such Noteholders which are covered by such Registration Statement, and any such shares of Common Stock to be reallocated that remain after all of the Note Registrable Securities are covered by such Registration Statement shall then be allocated to the remaining Investors and Other Investors, pro rata based on the number of Registrable Securities (other than Note Registrable Securities) and Other Registrable Securities then held by such Investors and Other Investors which are covered by such Registration Statement. In no event shall If the SEC requires that the Company include any securities other register less than Registrable Securities the amount of shares of Common Stock originally included on any Registration Statement without at the prior time it was filed, first the Registrable Securities (other than Note Registrable Securities) on such registration statement and any other securities allowed to be registered on such Registration Statement (in accordance with this paragraph) shall be decreased on a pro rata basis, and then if any additional shares of Common Stock need to be decreased, the Note Registrable Securities shall be decreased on a pro rata basis. Notwithstanding anything in this Section 2.2 to the contrary, if an Investor submits a written consent of the Required Holders; provided, however, that notice to the Company shall be permitted electing not to include on have all or any Registration Statement securities issued pursuant to the transactions described on Schedule 2(e) to the part of such Investor's Registrable Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are to be included in a Registration Statement shall filed or required to be included as Registrable Securities of such Investor for the purpose of allocating securities in such Registration Statement filed pursuant to this Section 2(c2.2 (such Registrable Securities not to be included in such Registration Statement, the "Excluded Registrable Securities"), the Company shall not include such Excluded Registrable Securities in such Registration Statement.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's Registrable Securities, each transferee that becomes an Investor shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock Shares included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall Except for (i) up to 1,000,000 Common Shares held by the parties (other than the Company) to the Registration Rights Agreement among the Company (as successor to Chardan China Acquisition Corp. III) and Li Zhang, Kxxxx Xxxxxxx, Jiangnan Hxxxx, Xxxxxxx Capital Partners and SUJG, Inc. and their permitted transferees and assigns under such agreement and (ii) up to 750,000 Common Shares issued or issuable upon exercise of the Unit Purchase Option issued by Chardan China Acquisition Corp. III to EarlyBirdCapital, Inc. and upon exercise of the warrants included in the Units issued or issuable upon exercise of such option (the "Other Registrable Securities"), the Company shall not include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; provided, however, that before any Registrable Securities may be excluded from a Registration Statement as a result of a limitation on the maximum number of Common Shares permitted to be registered by the Company on such Registration Statement by the staff of the SEC pursuant to Rule 415, the Company shall be permitted to include on any Registration Statement securities issued pursuant to the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are to be included in a Registration Statement shall be included as first exclude all Other Registrable Securities of such Investor for the purpose of allocating securities in included on such Registration Statement pursuant to this Section 2(c)Statement.

Allocation of Registrable Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders except for the securities required to be registered by the Company pursuant to the Coty Registration Rights Agreement (as defined in the Securities Purchase Agreement) (such additional securities required to be registered pursuant to the Coty Registration Rights Agreement, the “Other Registrable Securities”, and the registered holders of such Other Registrable Securities, the “Other Investors”). The initial number of Registrable Securities and Other Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities or Other Registrable Securities included therein shall first be allocated among the Other Investors and the Noteholders (x) with the Other Investors being entitled to the Other Investor Percentage of such number of Registrable Securities and Other Registrable Securities and (y) with the Noteholders dividing the remainder of such number of Registrable Securities and Other Registrable Securities pro rata among the Investors based on the number of Note Registrable Securities held by each Investor Noteholder at the time the Registration Statement covering such initial number of Registrable Securities and Other Registrable Securities or increase thereof is declared effective by the SEC, and any of such number of Registrable Securities and Other Registrable Securities included in such Registration Statement and any increase in such number of Registrable Securities or decrease thereof Other Registrable Securities included therein that remains after all of the Note Registrable Securities are covered by such Registration Statement shall then be allocated pro rata among the Investors and the Other Investors based on the number of Registrable Securities (other than Note Registrable Securities) and Other Registrable Securities held by each Investor and Other Investor at the time such Registration Statement is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's ’s Registrable Securities, each transferee that becomes an Investor shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities or Other Registrable Securities covered by such Registration Statement shall first be allocated to the remaining Noteholders, pro rata based on the number of Note Registrable Securities then held by such Noteholders which are covered by such Registration Statement, and any such shares of Common Stock to be reallocated that remain after all of the Note Registrable Securities are covered by such Registration Statement shall then be allocated to the remaining Investors and Other Investors, pro rata based on the number of Registrable Securities (other than Note Registrable Securities) and Other Registrable Securities then held by such Investors and Other Investors which are covered by such Registration Statement. In no event shall If the SEC requires that the Company include any securities other register less than Registrable Securities the amount of shares of Common Stock originally included on any Registration Statement without at the prior time it was filed, first the Registrable Securities (other than Note Registrable Securities) on such registration statement and any other securities allowed to be registered on such Registration Statement (in accordance with this paragraph) shall be decreased on a pro rata basis, and then if any additional shares of Common Stock need to be decreased, the Note Registrable Securities shall be decreased on a pro rata basis. Notwithstanding anything in this Section 2.2 to the contrary, if an Investor submits a written consent of the Required Holders; provided, however, that notice to the Company shall be permitted electing not to include on have all or any Registration Statement securities issued pursuant to the transactions described on Schedule 2(e) to the part of such Investor’s Registrable Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are to be included in a Registration Statement shall filed or required to be included as Registrable Securities of such Investor for the purpose of allocating securities in such Registration Statement filed pursuant to this Section 2(c2.2 (such Registrable Securities not to be included in such Registration Statement, the “Excluded Registrable Securities”), the Company shall not include such Excluded Registrable Securities in such Registration Statement.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors Holders based on the number of Registrable Securities held by each Investor Holder at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor a Holder sells or otherwise transfers any of such Investor's Holder’s Registrable SecuritiesSecurities in accordance with the Purchase Agreement, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock Shares included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining InvestorsHolders, pro rata based on the number of Registrable Securities then held by such Investors Holders which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Majority Holders. (1) if the Commission allows the Registration Statement to be declared effective, subject to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason is the Commission’s determination that (x) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree the Company may reduce, on a pro rata basis, the total number of Registrable Securities to be registered on behalf of each such Holder; provided, howeverthat if the Commission or another regulatory agency requests that a Purchaser be identified as a statutory underwriter in the Registration Statement, Purchaser will have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Company. In any such pro rata reduction, the number of Registrable Securities to be registered on such Registration Statement will be reduced (i) first, by the Registrable Securities represented by the Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders on a fully diluted basis), and (ii) second, by the Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares). In addition, any such affected Holder shall be entitled to Piggyback Registration rights after the Registration Statement is declared effective by the Commission until such time as: (AA) all Registrable Securities have been registered pursuant to an effective registration statement, (BB) the Registrable Securities may be resold without restriction pursuant to Rule 144, or (CC) the Holder agrees to be named as an underwriter in any such registration statement; and (2) For not more than thirty (30) consecutive days or for a total of not more than sixty (60) days in any twelve (12) month period, the Company may suspend the use of any prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (A) delay the disclosure of MNPI concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (B) amend or supplement the affected Registration Statement or the related prospectus so that (i) such Registration Statement shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) such prospectus shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, including in connection with the filing of a post-effective amendment to such Registration Statement in connection with the Company’s filing of an Annual Report on Form 10-K for any fiscal year (an “Allowed Delay”); provided, that the Company shall be permitted promptly (a) notify each Holder in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of a Holder) disclose to include on such Holder any MNPI giving rise to an Allowed Delay, (b) advise the Holders in writing to cease all sales under the Registration Statement securities issued pursuant until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. (3) Notwithstanding the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are to be included registration obligations set forth in a Registration Statement shall be included as Registrable Securities of such Investor for the purpose of allocating securities in such Registration Statement pursuant to this Section 2(c), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; provided, however, except that the Company shall be permitted to include on any Registration Statement securities issued pursuant to shares of Common Stock underlying the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities Warrants previously issued to an Investor that are to Mxxxxxxxxx & Co., LLC, as placement agent and the shares of Common Stock underlying the Existing Registrable Securities may be included in a one or more Registration Statements, provided that all of the remaining Conversion Shares issued or issuable upon conversion of all of the Notes and all of the remaining Warrant Shares issued or issuable upon exercise of all of the Warrants are included in the same Registration Statement shall be or have previously been included as in one or more Registration Statements. Subject to the previous sentence, the Investors party to the Amended and Restated Registration Rights Agreement, the 2007 Registration Rights Agreement and/or the 2008 Registration Rights Agreement hereby consent to the inclusion of the Registrable Securities of such Investor for on the purpose of allocating securities in such same Registration Statement pursuant to this Section 2(c)with the Existing Registrable Securities.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors Holders based on the number of Registrable Securities held by each Investor Holder at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor a Holder sells or otherwise transfers any of such Investor's Holder’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining InvestorsHolders, pro rata based on the number of Registrable Securities then held by such Investors Holders which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Majority Holders. (1) if the Commission allows the Registration Statement to be declared effective at any time before or after the Effectiveness Date, subject to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason is the Commission’s determination that (x) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree the Company may reduce, on a pro rata basis, the total number of Registrable Securities to be registered on behalf of each such Holder. In any such pro rata reduction, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Conversion Shares and Warrant Shares. In addition, any such affected Holder shall be entitled to Piggyback Registration rights after the Registration Statement is declared effective by the Commission until such time as: (A) all Registrable Securities have been registered pursuant to an effective Registration Statement, (B) the Registrable Securities may be resold without restriction pursuant to SEC Rule 144 of the Securities Act or (C) the Holder agrees to be named as an underwriter in any such registration statement. The Holders acknowledge and agree the provisions of this paragraph may apply to more than one Registration Statement; and (2) For not more than fifteen (15) consecutive days or for a total of not more than thirty (30) days in any twelve (12) month period, the Company may suspend the use of any prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (A) delay the disclosure of MNPI concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (B) amend or supplement the affected Registration Statement or the related prospectus so that (i) such Registration Statement shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein or (ii) such prospectus shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, including in connection with the filing of a post-effective amendment to such Registration Statement in connection with the Company’s filing of an Annual Report on Form 10-K for any fiscal year (an “Allowed Delay”); provided, however, that the Company shall be permitted promptly (a) notify each Holder in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Holder) disclose to include on such Holder any MNPI giving rise to an Allowed Delay, (b) advise the Holders in writing to cease all sales under the Registration Statement securities issued pursuant until the end of the Allowed Delay and (c) use commercially reasonable efforts to the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities issued to terminate an Investor that are to be included in a Registration Statement shall be included Allowed Delay as Registrable Securities of such Investor for the purpose of allocating securities in such Registration Statement pursuant to this Section 2(c)promptly as practicable.

Allocation of Registrable Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall first be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the such Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's ’s Registrable Securities, each transferee that becomes an Investor shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall If the SEC requires that the Company include any securities other register less than Registrable Securities the amount of shares of Common Stock originally included on any Registration Statement without at the prior written consent time it was filed, the Registrable Securities on such registration statement and any other securities allowed to be registered on such Registration Statement (in accordance with this paragraph) shall be decreased on a pro rata basis; provided, that following any such decrease, at the request of the Required Holders; provided, however, that the Company shall be permitted such Required Holders may elect to include on any withdraw such Registration Statement securities issued pursuant to and thereafter the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any Request for such securities issued to an Investor that are to be included in a Registration Statement shall not be included as Registrable Securities deemed to constitute a Request for purposes of such Investor for the purpose of allocating securities in such Registration Statement pursuant to this Section 2(c)2.1 hereof.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required HoldersHolders other than up to 7,500,000 shares of Common Stock (the "Other Registrable Securities"); provided, howeverthat in the event that the SEC causes the Company to limit the number of shares of Common Stock registered on such Additional Registration Statement, then the Other Registrable Securities shall be decreased first. If the SEC requires that the Company shall be permitted to include register less than the amount of Registrable Securities originally included on any Registration Statement securities issued pursuant to at the transactions described time it was filed, the Registrable Securities on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are to be included in a Registration Statement shall be decreased on a pro rata basis and, unless otherwise requested by an Investor, the Warrant Shares included as Registrable Securities of such Investor for the purpose of allocating securities in on such Registration Statement pursuant to this Section 2(c)shall be decreased first.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's Registrable SecuritiesSecurities in a transaction in which such Investor's rights hereunder with respect to such Registrable Securities are assigned to such transferee in accordance with Section 9 hereof, each such transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; provided, however, . In the event that the SEC causes the Company to limit the number of shares of Common Stock in the Initial Registration Statement, then the Agent Warrant Shares and the Retainer Warrant Shares shall not be permitted to include included on any such Initial Registration Statement securities issued pursuant to the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities issued to an Investor that are to and shall only be included in on the final Additional Registration Statements filed hereunder on or after all the other Registrable Securities hereunder have been registered on a Registration Statement shall be included as Registrable Securities of such Investor for the purpose of allocating securities in such Registration Statement pursuant to this Section 2(c)Statement.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors Holders based on the number of Registrable Securities held by each Investor Holder at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor a Holder sells or otherwise transfers any of such Investor's Holder’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining InvestorsHolders, pro rata based on the number of Registrable Securities then held by such Investors Holders which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on in any Registration Statement without the prior written consent of the Required Majority Holders. (1) if the Commission allows the Registration Statement to be declared effective at any time before or after the Effectiveness Date, subject to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason is the Commission’s determination that (x) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree the Company may reduce, on a pro rata basis, the total number of Registrable Securities to be registered on behalf of each such Holder. In any such pro rata reduction, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Registrable Securities. In addition, any such affected Holder shall be entitled to Piggyback Registration rights after the Registration Statement is declared effective by the Commission until such time as: (AA) all Registrable Securities have been registered pursuant to an effective Registration Statement, (BB) the Registrable Securities may be resold without restriction pursuant to SEC Rule 144 of the Securities Act or (CC) the Holder agrees to be named as an underwriter in any such registration statement. The Holders acknowledge and agree the provisions of this paragraph may apply to more than one Registration Statement; and (2) For not more than thirty (30) consecutive days or for a total of not more than sixty (60) days in any twelve (12) month period, the Company may suspend the use of any prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (A) delay the disclosure of MNPI concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (B) amend or supplement the affected Registration Statement or the related prospectus so that (i) such Registration Statement shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein or (ii) such prospectus shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, including in connection with the filing of a post-effective amendment to such Registration Statement in connection with the Company’s filing of an Annual Report on Form 10-K for any fiscal year (an “Allowed Delay”); provided, however, that the Company shall be permitted promptly (a) notify each Holder in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Holder) disclose to include on such Holder any MNPI giving rise to an Allowed Delay, (b) advise the Holders in writing to cease all sales under the Registration Statement securities issued pursuant until the end of the Allowed Delay and (c) use commercially reasonable efforts to the transactions described on Schedule 2(e) to the Securities Purchase Agreement; provided, further, that any such securities issued to terminate an Investor that are to be included in a Registration Statement shall be included Allowed Delay as Registrable Securities of such Investor for the purpose of allocating securities in such Registration Statement pursuant to this Section 2(c)promptly as practicable.