Common use of Company Registration Clause in Contracts

Company Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders holding an aggregate of at least a majority of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare and file with the Commission such amendments, including post-effective amendments, to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplemented. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statement, the Company shall file as soon as reasonably practicable an additional Registration Statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement for each Holder, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such Holders. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statement. In the event a Holder desires to include in any such registration statement all or any part of the Registrable Securities held by such Holder, the Holder shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of securities, all upon the terms and conditions set forth herein.

Company Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders Investors holding an aggregate of at least a majority 75% of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its reasonable best efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare pay to Investors a fee of 1% per month of the Investors’ investment, payable in cash, for every thirty (30) day period up to a maximum of 6%, (i) following the Filing Date that the registration statement has not been filed and file with (ii) following the Commission Effectiveness Date that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to pay any such amendments, including post-effective amendments, to liquidated damages if (i) the Registration Statement as Registrable Securities that would other be covered by the registration statement may be necessary sold without the requirement to keep the Registration Statement continuously effective as be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale Rule 144 under the Securities Act all of the Registrable Securities; or (ii) cause the related prospectus Company is unable to be amended fulfill its registration obligations as a result of rules, regulations, positions or supplemented releases issued or actions taken by any required prospectus supplement, and as so supplemented or amended to be filed the Commission pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission its authority with respect to “Rule 415”, and the Registration Statement or any amendment thereto and as promptly as possible provide Company registers at such time the Holders true and complete copies maximum number of all correspondence from and to shares of Common Stock permissible upon consultation with the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 staff of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplemented. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestors. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities. In the event a Holder an Investor desires to include in any such registration statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.

Company Registration. (a) On or prior to the Filing Date, the The Company shall prepare and file with the Commission within five business days of the date hereof a Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 or, if the Company is so eligible, registration statement on Form S-3 (except if the Company is not then eligible to register for resale "MSO REGISTRATION STATEMENT") covering the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders holding an aggregate of at least a majority of the Registrable Securities on a fully diluted basis) substantially resale of the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective Shares under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. Act. (b) The Company shall use its best efforts to keep cause the MSO Registration Statement continuously to become effective under as promptly as possible, and remain effective during the Securities Act until all Registrable Securities covered by such period of the shorter of (the "REGISTRATION PERIOD"): (A) two (2) years from the date the MSO Registration Statement was declared effective by the Commission and (B) the date on which all Shares have been sold or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”)sold. (bc) The During the Registration Period, the Company shall shall: (i) prepare and file with the Commission such amendments, including post-effective amendments, amendments and supplements to the MSO Registration Statement and the prospectus used in connection with the MSO Registration Statement as may be necessary to keep the MSO Registration Statement continuously effective as to during the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities; Period. (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and applicable to the Exchange Act Company with respect to the disposition of all Registrable Securities securities covered by the MSO Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplementedStatement. (ciii) If during furnish to the Effectiveness Period, the Purchaser (A) such number of Registrable Securities at any time exceeds 100% copies (including manually executed and conformed copies) of the MSO Registration Statement and of each amendment thereof and supplement thereto (including all annexes, appendices, schedules and exhibits), (B) such number of shares copies of Common Stock then registered the prospectus used in connection with the MSO Registration Statement (including each preliminary prospectus, any summary prospectus and the final prospectus and including prospectus supplements), and (C) such number of copies of other documents, if any, incorporated by reference in the Registration Statement, the Company shall file as soon as reasonably practicable an additional MSO Registration Statement covering or prospectus, in each case as the resale of not less than the number of such Registrable SecuritiesPurchaser may reasonably request. (div) The use reasonable best efforts to cause the Shares covered by the MSO Registration Statement to be listed on the Nasdaq National Market (or such other securities exchange or quotation system on which the Common Stock is then listed or quoted) on which any securities of the Company shall bear are then listed or quoted. (v) notify the Purchaser promptly and, if requested by the Purchaser, confirm such notification in writing, (A) when a prospectus or any prospectus supplement has been filed with the Commission, and pay all costs when the MSO Registration Statement or any post-effective amendment thereto has been filed with and expenses incurred in connection with declared effective by the Commission, (B) of the issuance by the Commission of any registrationstop order or the coming to its knowledge of the initiation of any proceedings for that purpose, filing or qualification (C) of Registrable Securities the receipt by the Company of any notification with respect to the registrations pursuant suspension of the qualification of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (D) of the occurrence of any event which requires the making of any changes to this Agreement for each Holderthe MSO Registration Statement or related prospectus so that such documents will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, including in light of the circumstances under which they were made, not misleading (without limitationand the Company shall promptly prepare and furnish to the Purchaser, upon request, a reasonable number of copies of a supplemented or amended prospectus such that, as thereafter delivered to the purchasers of the Shares, such prospectus 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, in light of the circumstances under which they are made, not misleading), and (E) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating 's determination that the filing of a post-effective amendment to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such MSO Registration Statement shall be subject necessary or appropriate. Upon the receipt of any notice from the Company of the occurrence of any event of the kind described in this SECTION 7.1(c)(v)(B), (C) (but only with respect to the review jurisdiction suspending qualification), (D) or (E): (I) the Purchaser shall forthwith discontinue any offer and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such Holders. (e) If at any time during Shares pursuant to the Effectiveness Period there is not an effective MSO Registration Statement covering all of the Registrable Securitiessuch Shares and, then the Company shall notify each Holder in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statement. In the event a Holder desires to include in any such registration statement all or any part of the Registrable Securities held by such Holder, the Holder shall within ten (10) days after the above-described notice from the Company, if so notify the Company in writing, including the number of such Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed directed by the Company, shall deliver to the Company all copies (other than permanent file copies) of the defective prospectus covering such Holder Shares which are then in the Purchaser's possession or control, and (II) the Company shall, as promptly as practicable thereafter, take such action as shall nevertheless be necessary to remedy such event to permit the Purchaser to continue to have offer and dispose of the right Shares, including, without limitation, preparing and filing with the Commission and furnishing to include the Purchaser a supplement or amendment to such prospectus so that, as thereafter deliverable to the purchasers of the Shares, such prospectus will not contain any Registrable Securities untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (vi) use its best efforts to register or qualify the Shares covered by such MSO Registration Statement under and to the extent required by such other securities or state blue sky laws of such jurisdictions as the Purchaser shall reasonably request, and do any and all other acts and things which may be necessary under such securities or blue sky laws to enable the Purchaser to consummate the public sale or other disposition in such jurisdictions of the Shares owned by such Purchaser, except that the Company shall not for any such purpose be required to qualify to do business as a foreign corporation in any subsequent registration statement jurisdiction wherein it is not so qualified or registration statements as submit to liability for state or local taxes where it would not otherwise be liable for such taxes. (vii) notify the transfer agent of the Company's securities that it may be filed by effect transfers of the Company Shares upon notification from the Purchaser that it has complied with respect to this Agreement and the offering prospectus delivery requirements of securities, all upon the terms and conditions set forth hereinSecurities Act.

Company Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders Investors holding an aggregate of at least a majority 60% of the Registrable Securities on a fully diluted basisan “as converted” and “as exercised” basis including the approval of the Lead Investor) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its reasonable best efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare pay to Investors a fee of 1% per month of the Investors’ investment, payable in cash, for every thirty (30) day period up to a maximum of 12%, (i) following the Filing Date that the registration statement has not been filed and file with (ii) following the Commission Effectiveness Date that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to pay any such amendments, including post-effective amendments, to liquidated damages if (i) the Registration Statement as Registrable Securities that would other be covered by the registration statement may be necessary sold without the requirement to keep the Registration Statement continuously effective as be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale Rule 144 under the Securities Act all of the Registrable Securities; or (ii) cause the related prospectus Company is unable to be amended fulfill its registration obligations as a result of rules, regulations, positions or supplemented releases issued or actions taken by any required prospectus supplement, and as so supplemented or amended to be filed the Commission pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission its authority with respect to “Rule 415”, and the Registration Statement or any amendment thereto and as promptly as possible provide Company registers at such time the Holders true and complete copies maximum number of all correspondence from and to shares of Common Stock permissible upon consultation with the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 staff of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplemented. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable after receiving written notice from holders of a majority of the Registrable Securities not registered an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses reasonably incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestors. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities. In the event a Holder an Investor desires to include in any such registration statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.

Company Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders Investors holding an aggregate of at least a majority 75% of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its reasonable best efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare and file with the Commission such amendments, including post-effective amendments, pay to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all Investors a fee of 1% per month of the Registrable Securities; Investors’ investment, payable in cash, for every thirty (30) day period up to a maximum of 6%, (i) following the Filing Date that the registration statement has not been filed and (ii) cause following the related prospectus Effectiveness Date that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to be amended pay any such liquidated damages if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or supplemented releases issued or actions taken by any required prospectus supplement, and as so supplemented or amended to be filed the Commission pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission its authority with respect to “Rule 415”, and the Registration Statement or any amendment thereto and as promptly as possible provide Company registers at such time the Holders true and complete copies maximum number of all correspondence from and to shares of Common Stock permissible upon consultation with the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 staff of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with provided, further, that the provisions Company shall not be obligated to pay any liquidated damages at any time following the one year anniversary of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplementedFinal Closing Date. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestors. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities. In the event a Holder an Investor desires to include in any such registration statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.

Company Registration. If (abut without any obligation to do so) On or prior to the Filing Date, the Company shall prepare and file with the Commission proposes to register (including for this purpose a Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 or, if registration effected by the Company is so eligible, on Form S-3 (except if for stockholders other than the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewithHolder) and shall contain (unless otherwise directed by Holders holding an aggregate of at least a majority any of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective Common Stock under the Securities Act as soon as possible andin connection with the public offering of such securities solely for cash (other than a registration relating solely to (a) employee benefit plans on Form S-8 (or any successor form), in any event, (b) a transaction covered by the Effectiveness Date. The Company shall use its best efforts to keep the Registration Statement continuously effective Rule 145 under the Securities Act until all Registrable Act, (c) a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, (d) a registration on Form S-4 (or any successor form), or (e) a rights offering, the Company shall, not less than twenty (20) days prior to the proposed date of filing of a registration statement under the Securities covered by Act, provide written notice to the Holder of such Registration Statement have been sold or may be sold without registration. Upon the requirement written request of the Holder given within five business days after receipt of such notice from the Company, the Company shall, subject to the provisions of Section 1.6, cause to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare and file with the Commission such amendments, including post-effective amendments, to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale registered under the Securities Act all of the Registrable Securities; (ii) cause Securities that the related prospectus Holder has requested to be amended or supplemented by any required prospectus supplementregistered; provided, and as so supplemented or amended however, Holder shall not be entitled to register less than 100,000 shares of common stock (except to the extent the number of shares is reduced pursuant to Section 1.6). For sake of clarity, the registration rights pursuant to this Section 1.2 shall only apply if Holder is eligible to be included in the form of registration statement to be filed in accordance with the Securities Act and the rules and regulations promulgated thereunder. Obligations of the Company. Whenever causing Registrable Securities to be registered pursuant to Rule 424 (or any similar provisions then in force) promulgated this Section 1, the Company shall: Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and to keep such registration statement continuously effective under the Securities Act; , except as provided herein, until the date which is the earlier date of (iiii) respond as promptly as possiblewhen all Registrable Securities have been sold, but in no event later than twenty (20ii) Business Daysexcept for an underwritten offering, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Holders true and complete copies of when all correspondence from and to the Commission relating to the Registration Statement; (iv) file the final prospectus Registrable Securities may be sold without volume limitation pursuant to Rule 424 of 144, or (ii) 90 days after the Securities Act no later than two initial effective date (2) Business Days following the date "Effectiveness Period"). Prepare and file with the Registration Statement is declared effective by SEC such amendments and supplements to such registration statement and the Commission; and (v) prospectus used in connection with such registration statement as may be necessary to comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplemented. (c) If during registration statement for the Effectiveness Period. Furnish to the Holder such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the number of Registrable Securities at any time exceeds 100% requirements of the number of shares of Common Stock then registered in Securities Act, and such other documents as the Registration Statement, the Company shall file as soon as Holder may reasonably practicable an additional Registration Statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement for each Holder, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents request in order to facilitate the disposition of Registrable Securities; provided, however, that the Registrable Securities owned foregoing obligation shall be deemed satisfied if such material is available through XXXXX or on or through the Company's website. Use its commercially reasonable efforts to register and qualify the securities covered by such Holders. (e) If registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holder, provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions. In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Subject to Section 1.7, the Holder shall also enter into and perform its obligations under such an agreement. Notify the Holder at any time during when a prospectus relating to Registrable Securities is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; such obligation to continue for the duration of the Effectiveness Period there is not an effective Registration Statement covering Period. Use its commercially reasonable efforts to cause all of such Registrable Securities registered pursuant hereto to be listed on each securities exchange on which similar securities issued by the Company are then listed. Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, then in each case not later than the effective date of such registration. Advise the Holder, promptly after the Company shall receives notice or obtains knowledge, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. Otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, and notify each the Holder in writing of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information, and furnish to the Holder at least fifteen (15) three business days prior to the filing thereof a copy of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating amendment or supplement to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statement. In the event a Holder desires to include in any such registration statement all or prospectus and not file any part of the Registrable Securities held by such Holder, thereof to which the Holder shall within ten (10) days after have reasonably objected on the above-described notice from grounds that such amendment or supplement does not comply in all material respects with the Company, so notify requirements of the Company in writing, including Securities Act or of the number of such Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement rules or registration statements as may be filed by the Company with respect to the offering of securities, all upon the terms and conditions set forth hereinregulations thereunder.

Company Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders Investors holding an aggregate of at least a majority 60% of the Registrable Securities on a fully diluted basisan “as converted” and “as exercised” basis including the approval of the Lead Investor) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its reasonable best efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare pay to the Investors a fee of one (1%) percent per month of the Holders’ investment, payable in cash, up to a maximum of six (6%) percent, on the Filing Date and file with the Effectiveness Date if the registration obligations set forth herein have not been met, and pro- rata for each month, or partial month, in excess of the Filing Date and/or the Effectiveness Date that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to pay any such liquidated damages if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or releases issued or actions taken by the Commission such amendments, including post-effective amendments, to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission its authority with respect to “Rule 415”, provided the Registration Statement or any amendment thereto and as promptly as possible provide Company registers at such time the Holders true and complete copies maximum number of all correspondence from and to shares of Common Stock permissible upon consultation with the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 staff of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplemented. (c) . If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (dc) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestors. (ed) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities. In the event a Holder an Investor desires to include in any such registration statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.

Company Registration. (a) On or prior to the Filing Date, Date the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may beS-1, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders Investors holding an aggregate of at least a majority 75% of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its best commercially reasonable efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until for a period of 12 months, unless all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare and file with the Commission such amendments, including post-effective amendments, pay to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all Investors a fee of 1% per month of the Registrable Securities; Investors’ investment, payable in cash, for every thirty (30) day period up to a maximum of 10%, pro rata in the event of periods less than thirty (30) days: (i) following the Filing Date that the registration statement has not been filed and (ii) cause following the related prospectus Effectiveness Date that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to be amended pay any such liquidated damages if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or supplemented releases issued or actions taken by any required prospectus supplement, and as so supplemented or amended to be filed the Commission pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission its authority with respect to “Rule 415”, and the Registration Statement or any amendment thereto and as promptly as possible provide Company registers at such time the Holders true and complete copies maximum number of all correspondence from and to shares of Common Stock permissible upon consultation with the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 staff of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with provided, further, that the provisions Company shall not be obligated to pay any liquidated damages at any time following the one year anniversary of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplementedFinal Closing Date. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestors. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities and will afford each Investor an opportunity to include in such registration statement all or part of the Registrable Securities held by such Investor. In the event a Holder an Investor desires to include in any such registration statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.

Company Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders holding an aggregate of at least a majority of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its best efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare and file with the Commission such amendments, including post-effective amendments, to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related prospectus Prospectus to be amended or supplemented by any required prospectus Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus Prospectus as so supplemented. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each Holder, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the HoldersHolder. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders Holder and their its counsel at least two (2) Business Days business days before filing for their review and comment. The Company agrees that any it will accept all such Registration Statement shall comments and changes unless such comments and changes would reasonably be subject expected to the review and reasonable comment result in a violation of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such Holdersapplicable securities laws. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities. In the event a the Holder desires to include in any such registration statement all or any part of the Registrable Securities held by such Holder, the Holder shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein. In the event the Company files a registration statement on Form S-1 in connection with an uplisting of the Common Stock to Nasdaq, the Effective Date shall be delayed upon mutual agreement of the Company and the Holder in order to make any necessary amendments to the Registration Statement.

Company Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders Investors holding an aggregate of at least a majority 60% of the Registrable Securities on a fully diluted basisbasis including the approval of the Lead Investor) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its reasonable best efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare pay to Investors a fee of 1% per month of the Investors’ investment, payable in cash, for every thirty (30) day period up to a maximum of 12%, (i) following the Filing Date that the registration statement has not been filed and file with (ii) following the Commission Effectiveness Date that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to pay any such amendments, including post-effective amendments, to liquidated damages if (i) the Registration Statement as Registrable Securities that would other be covered by the registration statement may be necessary sold without the requirement to keep the Registration Statement continuously effective as be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale Rule 144 under the Securities Act all of the Registrable Securities; or (ii) cause the related prospectus Company is unable to be amended fulfill its registration obligations as a result of rules, regulations, positions or supplemented releases issued or actions taken by any required prospectus supplement, and as so supplemented or amended to be filed the Commission pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission its authority with respect to “Rule 415”, and the Registration Statement or any amendment thereto and as promptly as possible provide Company registers at such time the Holders true and complete copies maximum number of all correspondence from and to shares of Common Stock permissible upon consultation with the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 staff of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplemented. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestors. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities. In the event a Holder an Investor desires to include in any such registration statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.

Company Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders Investors holding an aggregate of at least a majority 75% of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its reasonable best efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). The Company shall pay to Investors a fee of 1% per month of the Investors’ investment, payable in cash, for every thirty (30) day period up to a maximum of 6%, (i) following the Filing Date that the registration statement has not been filed and (ii) following the Effectiveness Date that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to pay any such liquidated damages if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or releases issued or actions taken by the Commission pursuant to its authority with respect to “Rule 415”, and the Company registers at such time the maximum number of shares of Common Stock permissible upon consultation with the staff of the Commission. (b) The Company shall prepare and file with the Commission such amendments, including post-effective amendments, to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplemented. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (dc) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestors. (ed) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities. In the event a Holder an Investor desires to include in any such registration statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.

Company Registration. The Company shall, at its cost: (a) On or prior to within 30 days after the Filing Original Issue Date, the Company shall prepare and file with the Commission a Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 or, if S-3 or such other form for which the Company is so eligible, on Form S-3 (except if eligible relating to the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) offer and shall contain (unless otherwise directed by Holders holding an aggregate of at least a majority sale of the Registrable Securities on a fully diluted basis) substantially from time to time in accordance with the “Plan methods of Distribution” attached hereto as Annex A. The Company shall cause distribution elected by the Holders of the Registrable Securities and set forth in such Registration Statement to become effective Statement, and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the such Registration Statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Commission within 120 days after the Original Issue Date. The Company shall ; (b) use its best efforts to keep the Registration Statement continuously effective under in order to permit the Securities Act until all Registrable Securities covered by such Registration Statement have been sold or may be sold without the requirement Prospectus forming part thereof to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, used by Holders so long as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare and file with the Commission such amendments, including post-effective amendments, to the Registration Statement can be maintained on Form S-3(the date as may be necessary to keep of which the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related prospectus is no longer required to be amended or supplemented by maintained in effect under this Section 2.1 is referred to as the "Expiration Date"); and (c) notwithstanding any required prospectus supplementother provisions hereof, and as so supplemented or amended use its best efforts to be filed pursuant to Rule 424 ensure that (or 1) any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission with respect to the Registration Statement or and any amendment thereto and as promptly as possible provide the Holders true any Prospectus forming part thereof and complete copies of all correspondence from and to the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects any supplement thereto complies with the provisions of the Securities Act and the Exchange Act rules and regulations thereunder, (2) any Registration Statement and any amendment thereto does not, when it becomes effective, contain 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 and (3) any prospectus forming part of any Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the disposition of Holders and otherwise as required by Section 2.7(h) below, to use all Registrable Securities covered by the reasonable efforts to cause any such amendment to become effective and such Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by to become usable as soon as thereafter practicable and to furnish to the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplemented. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% copies of the number of shares of Common Stock then registered in the Registration Statement, the Company shall file as soon as reasonably practicable an additional Registration Statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement for each Holder, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to supplement or amendment promptly after its being used or filed with the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersCommission. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statement. In the event a Holder desires to include in any such registration statement all or any part of the Registrable Securities held by such Holder, the Holder shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of securities, all upon the terms and conditions set forth herein.

Company Registration. (a) On or prior If (but without any obligation to the Filing Date, do so) the Company shall prepare and file with the Commission proposes to register (including for this purpose a Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 or, if registration effected by the Company is so eligible, on Form S-3 (except if for stockholders other than the Company is not then eligible to register for resale the Registrable Securities on Form S-1 Holders) any of its stock or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders holding an aggregate of at least a majority of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective other securities under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare and file with the Commission such amendments, including post-effective amendments, to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplemented. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statement, the Company shall file as soon as reasonably practicable an additional Registration Statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement for each Holder, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such Holders. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock such securities solely for cash (including, but not limited to, other than a registration statements relating solely to secondary offerings the sale of securities of the to participants in a Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statement. In the event a Holder desires to include in any such registration statement all or any part covering the sale of the Registrable Securities held by such Holderor a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered), the Company shall, at such time, promptly give each Holder shall written notice of such registration. Upon the written request of each Holder given within ten twenty (1020) days after the above-described mailing of such notice from the Company, so notify by the Company in writingaccordance with Section 2.5, including the Company shall cause to be registered under the Act all of the Registrable Securities that each such Holder has requested to be registered. (b) Notwithstanding any other provision of this Section 1.2, if the managing underwriter of an underwritten distribution advises in writing the Company and the Holders of the Registrable Securities requesting participation in such registration that in its good faith judgment the number of such shares of Registrable Securities such Holder wishes and the other securities requested to include be registered under this Section 1.2 exceeds the number of shares of Registrable Securities and other securities which can be sold in such registration statement. If a Holder decides not to include all offering, then (i) the number of its shares of Registrable Securities and other securities so requested to be included in any registration statement thereafter filed the offering shall be reduced to that number of shares which in the good faith judgment of the managing underwriter can be sold in such offering (except for shares to be issued by the Company, which shall have priority over the Registrable Securities), and (ii) such Holder reduced number of shares shall nevertheless continue to have the right to include any be allocated among all participating Holders of Registrable Securities and holders of other securities in proportion, as nearly as practicable, to the respective number of shares of Registrable Securities and other securities held by such Holders at the time of filing the registration statement; provided, however, that a minimum of thirty percent (30%) of the shares to be underwritten shall be allocated, on a pro rata basis, to the Holders requesting inclusion in such offering (the "selling stockholders"). For purposes of clause (ii) above concerning apportionment, for any subsequent registration statement selling stockholder which is a holder of Registrable Securities and which is a partnership or registration statements corporation, the affiliates (as may defined in the rules and regulations promulgated under the Act), partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be filed by the Company deemed to be a single "selling stockholder", and any pro-rata reduction with respect to the offering of securities, all such "selling stockholder" shall be based upon the terms aggregate amount of shares carrying registration rights owned by all entities and conditions set forth hereinindividuals included in such "selling stockholder", as defined in this sentence.

Company Registration. If (abut without any obligation to do so) On or prior to the Filing Date, the Company shall prepare and file with the Commission proposes to register (including for this purpose a Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 or, if registration effected by the Company is so eligible, on Form S-3 (except if for stockholders other than the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewithHolder) and shall contain (unless otherwise directed by Holders holding an aggregate of at least a majority of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective Common Stock under the Securities 1933 Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare and file with the Commission such amendments, including post-effective amendments, to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplemented. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statement, the Company shall file as soon as reasonably practicable an additional Registration Statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement for each Holder, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such Holders. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock such securities solely or substantially for cash (including, but not limited to, other than a registration statements relating solely to secondary offerings of securities of the a Company but excluding any stock plan or a registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration other form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statement. In registration statement covering the event a sale of the Registrable Securities), the Company shall, at such time, promptly give the Holder desires to include in any written notice of such registration statement in accordance with subparagraph 12(c) hereof. Upon the written request of the Holder given within thirty (30) days after mailing of such notice by the Company, the Company shall use its best efforts, subject to the provisions of Paragraph 6, to cause to be registered under the Securities Act all or any part of the Registrable Securities held by such Holder, that the Holder shall within ten (10) days after the above-described notice from the Company, so notify has requested to be registered; provided that the Company in writing, including the number of such Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include postpone or withdraw any Registrable Securities registration effected pursuant to this Paragraph 2 without obligation to the Holder. Notwithstanding anything to the contrary contained in any subsequent registration statement or registration statements as may be filed by this Agreement, the Company shall have the right to defer the initial filing or effectiveness of the Registration Statement (A) for such reasonable period of time until the Company receives or prepares financial statements for the fiscal period most recently ended prior to such written request, if necessary to avoid the use of stale financial statements, or (B) if the Company would be required to divulge in such Registration Statement the existence of any fact relating to a material business situation, transaction or negotiation not otherwise required to be disclosed or if the Board of Directors of the Company shall determine in good faith that the registration to be effected would not be in the best interest of the Company. The Company may impose stop-transfer instructions with respect to the offering Registrable Securities for any period of securities, all upon suspension of effectiveness of the terms and conditions set forth hereinRegistration Statement.

Company Registration. (a) On or prior to the Filing Date, the The Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise required pursuant to written comments received from the Commission upon a review of such registration statement or directed by Holders holding an aggregate of at least a majority all of the Registrable Securities on a fully diluted basisPurchasers) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its reasonable best efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). . Notwithstanding anything to the contrary set forth in this Section 1, in the event the Commission does not permit the Company to register all of the Registrable Securities in the initial registration statement referenced in this Section 1.2(a) because of the Commission’s application of Rule 415 (ba “415 Notice”), the Company shall, within 5 days of receipt of the 415 Notice, register in the initial registration statement referenced in this Section 1.2(a) the maximum number of Registrable Securities as is permitted by the Commission. In the event the Commission does not permit the Company to register all of the Registrable Securities in the initial registration statement, the Company shall file subsequent registration statements to register the Registrable Securities that were not registered in the initial registration statement as promptly as practicable and in a manner permitted by the Commission. The Company shall prepare and file with the Commission such amendmentsamendments (including, including without limitation, post-effective amendments) and supplements to each registration statement and the prospectus used in connection with each such registration statement, to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related which prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended is to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond , as promptly as possiblemay be necessary to keep each such registration statement effective at all times during the Effectiveness Period for such registration statement, but in no event later than twenty (20) Business Daysand, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) during such period, comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities of the Company required to be covered by the such Registration Statement during the Effectiveness Period until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the Holders seller or sellers thereof as set forth in the Registration Statement as so amended or in such prospectus as so supplementedregistration statement. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statement, the Company shall file as soon as reasonably practicable an additional Registration Statement covering the resale of not less than the number of such Registrable Securities. (db) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement for each HolderSection 1.2, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersPurchasers. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statement. In the event a Holder desires to include in any such registration statement all or any part of the Registrable Securities held by such Holder, the Holder shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of securities, all upon the terms and conditions set forth herein.

Company Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders Purchasers holding an aggregate of at least a majority 75% of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its reasonable best efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). . Notwithstanding anything to the contrary set forth in this Section 1, in the event the Commission does not permit the Company to register all of the Registrable Securities in the initial registration statement referenced in this Section 1.2(a) because of the Commission’s application of Rule 415 (ba “415 Notice”), the Company shall, within 5 days of receipt of the 415 Notice, register in the initial registration statement referenced in this Section 1.2(a) the maximum number of Registrable Securities as is permitted by the Commission; provided, however, that the Registrable Securities to be included in such initial registration statement or any subsequent registration statement shall be on a pro rata basis among the Purchasers. In the event the Commission does not permit the Company to register all of the Registrable Securities in the initial registration statement, the Company shall file subsequent registration statements to register the Registrable Securities that were not registered in the initial registration statement as promptly as practicable and in a manner permitted by the Commission. The Company shall prepare and file with the Commission such amendmentsamendments (including, including without limitation, post-effective amendments, ) and supplements to the each Registration Statement as may be necessary to keep and the prospectus used in connection with each such Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Statement, which prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended is to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond , as promptly as possible, but in no event later than twenty (20) Business Days, may be necessary to any comments received from the Commission with respect to the keep each such Registration Statement or any amendment thereto and as promptly as possible provide effective at all times during the Holders true and complete copies of all correspondence from and to the Commission relating to the Effectiveness Period for such Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) , and, during such period, comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities of the Company required to be covered by the such Registration Statement during the Effectiveness Period until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the Holders seller or sellers thereof as set forth in the Registration Statement as so amended or in such prospectus as so supplemented. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statement; provided, however, by 8:30 a.m. (New York time) on the Business Day immediately following each Effective Date, the Company shall file as soon as reasonably practicable an additional Registration Statement covering with the resale of not less than SEC in accordance with Rule 424(b) under the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred Securities Act the final prospectus to be used in connection with any registration, filing or qualification of Registrable Securities with respect sales pursuant to the registrations applicable Registration Statement (whether or not such a prospectus is technically required by such rule). In the case of amendments and supplements to any Registration Statement which are required to be filed pursuant to this Agreement for each Holder(including, including (without limitation, pursuant to this Section 3(b)) all registrationby reason of the Company filing a report on Form 10-Q or Form 10-K or any analogous report under the Exchange Act, filing and qualification feesthe Company shall have incorporated such report by reference into such Registration Statement, printer’s feesif applicable, accounting fees and fees and disbursements of counsel or shall file such amendments or supplements with the Commission on the same day on which the Exchange Act report is filed which created the requirement for the Company, but excluding any brokerage Company to amend or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the supplement such Registration Statement. The . (b) In no event shall the Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that include any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of securities other than the Registrable Securities owned by such Holders. (e) If at on any time during registration statement without the Effectiveness Period there is not an effective Registration Statement covering all prior written consent of the Registrable SecuritiesPurchaser. Until the Applicable Date (as defined below), then the Company shall notify each Holder in writing at least fifteen not file a registration statement for the resale by any of its security holders (15other than the Purchasers) days prior to the filing of or enter into any agreement providing any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant rights to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions of its security holders. The term “Applicable Date” shall mean the first date on which the resale by the Purchasers of all Registrable Securities is covered by Rule 145 promulgated under the Securities Act, one or more effective Registration Statements (iii) and each prospectus contained therein is available for use on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statement. In the event a Holder desires to include in any such registration statement all or any part of the Registrable Securities held by such Holder, the Holder shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of securities, all upon the terms and conditions set forth hereindate).

Company Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders holding an aggregate of at least a majority of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause Subject to the Registration Statement to become effective and remain effective as provided herein. The terms of this Agreement, the Company shall use its reasonable best efforts to cause the a Registration Statement to be declared effective under the Securities Act as soon promptly as possible andafter the filing thereof, but in any event, by event prior to the applicable Effectiveness Date. The Company , and shall use its reasonable best efforts to keep the such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction volume restrictions, notice or limitation manner of sale requirements pursuant to Rule 144, including without limitation 144(i), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Transfer Agent and the affected Holders that such securities may be sold without registration and may be issued without legends thereon (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a. m. New York City time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b). (b) The If: (i) the Registration Statement is not filed on or prior to its Filing Date (if the Company files the Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall prepare and be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such amendmentsRegistration Statement will not be “reviewed” or will not be subject to further review, including postor (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendmentsamendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 15 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) as to, in the aggregate among all Holders on a pro-rata basis based on their purchase of the Securities pursuant to the Purchase Agreement, a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Registration Statement, or (v) all of the Registrable Securities are not registered for resale pursuant to one or more effective Registration Statements on or before the Effectiveness Date (except as may be limited by the Commission pursuant to its authority with respect to “Rule 415”), or (vi) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of 20 calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clause (i), (iv) and (v) the date on which such Event occurs, and for purpose of clause (ii) the date on which such five Trading Day period is exceeded, and for purpose of clause (iii) the date which such 10 calendar day period is exceeded, and for purpose of clause (vi) the date on which such 10 or 20 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by such Holder, up to a maximum of 24% of the Purchase Price of such Purchaser’s Notes. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. Notwithstanding the foregoing, the Company shall not be required to make any payments pursuant to this Section if an Event occurred at such time that all Registrable Securities are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act; provided, further, that the Company shall not be required to make any payments pursuant to this Section with respect to any Registrable Securities the Company is unable to register due to limits imposed by the SEC Guidance on Rule 415 under the Securities Act. (c) Notwithstanding the registration obligations set forth in this Section, 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 Registration Statement as may be necessary to keep required by the Registration Statement continuously effective as to Commission, covering the applicable maximum number of Registrable Securities for permitted to be registered by the Effectiveness Period and prepare and file with the Commission Commission, on Form S-3 or such additional Registration Statements as necessary in order other form available to register for resale under the Registrable Securities Act as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (d) Notwithstanding any other provision of disposition by this Agreement, if the Holders thereof set Commission or any SEC Guidance sets forth in a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as so amended a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in such prospectus writing by a Holder as so supplemented. (c) If during the Effectiveness Periodto its Registrable Securities, the number of Registrable Securities at any time exceeds 100% of to be registered on such Registration Statement will be reduced by Registrable Securities represented by Conversion Shares, as defined in the Note (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of shares unregistered Conversion Shares held by such Holders. In the event of Common Stock then registered in the Registration Statementa cutback hereunder, the Company shall file as soon as reasonably practicable an additional Registration Statement covering give the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement for each Holder, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel Holder at least two (2) Business 5 Trading Days before filing for their review and comment. The Company agrees that any prior written notice along with the calculations as to such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersHolder’s allotment. (e) If at any time during In the Effectiveness Period there is not an effective Registration Statement covering all event of the Registrable Securitiesa cutback hereunder, then the Company shall notify each give the Holder in writing at least fifteen five (155) days Trading Days prior written notice along with the calculations as to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration StatementHolder’s allotment. In the event a Holder desires the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its reasonable best efforts to include file with the Commission, as promptly as allowed by the Commission or SEC Guidance provided to the Company or to registrants of securities in any general, one or more registration statements on Form S-3 or such registration statement all or any part of the other form available to register for resale those Registrable Securities held by such Holderthat were not registered for resale on the Initial Registration Statement, the Holder shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of securities, all upon the terms and conditions set forth hereinamended.

Company Registration. The Company shall, as expeditiously as reasonably possible: (a) On or prior to the Filing Date, the Company shall prepare Prepare and file with the Commission SEC a Registration Statement covering registration statement with respect to the Registrable Securities for an offering and use its best efforts to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case cause such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by statement to become effective, and, upon the request of the Holders holding an aggregate of at least a majority of the Registrable Securities on registered thereunder, keep such registration statement effective for a fully diluted basisperiod of up to one hundred twenty (120) substantially days following the “Plan last exercise of Distribution” attached hereto as Annex A. The Company shall cause the Warrants or until the distribution contemplated in the Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause has been completed; provided, however, that in the Registration Statement case of any registration of Registrable Securities which are intended to be declared offered on a continuous or delayed basis, such 120-day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold, provided that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous basis, and provided further that applicable rules under the Securities Act as soon as possible andgoverning the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (I) includes any event, prospectus required by the Effectiveness Date. The Company shall use its best efforts to keep the Registration Statement continuously effective under Section 10(a)(3) of the Securities Act until all Registrable Securities covered or (II) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by such Registration Statement have been sold or may be sold without the requirement reference of information required to be included in compliance with Rule 144(c)(1(I) and otherwise without restriction or limitation (II) above to be contained in periodic reports filed pursuant to Rule 144, as determined by Section 13 or 15(d) of the counsel to Exchange Act in the Company (the “Effectiveness Period”)registration statement. (b) The Company shall prepare Prepare and file with the Commission SEC such amendments, including post-effective amendments, amendments and supplements to such registration statement and the Registration Statement prospectus used in connection with such registration statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplementedregistration statement. (c) If during Furnish to the Effectiveness PeriodHolders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the number of Registrable Securities at any time exceeds 100% requirements of the number of shares of Common Stock then registered in the Registration StatementSecurities Act, the Company shall file and such other documents as soon as they may reasonably practicable an additional Registration Statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement for each Holder, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents request in order to facilitate the disposition of the Registrable Securities owned by them. (d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act. (e) If Notify each Holder of Registrable Securities covered by such registration statement at any time during the Effectiveness Period there when a prospectus relating thereto is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder in writing at least fifteen (15) days prior required to the filing of any registration statement be delivered under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities Act of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or happening of any employee stock option, stock purchase or compensation plan or event as a result of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under which the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be prospectus included in a Registration Statement. In the event a Holder desires to include in any such registration statement all or any part of the Registrable Securities held by such Holder, the Holder shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder wishes to include in such registration statement. If , as then in effect, includes an untrue statement of a Holder decides material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not to include misleading in the light of the circumstances then existing. (f) Cause all of its such Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue registered pursuant hereunder to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed listed on each securities exchange on which similar securities issued by the Company with respect to are then listed. (g) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the offering effective date of securities, all upon the terms and conditions set forth hereinsuch registration.

Company Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise required pursuant to written comments received from the Commission upon a review of such registration statement or directed by Holders Purchasers holding an aggregate of at least a majority 75% of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its best commercially reasonable efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). . Notwithstanding anything to the contrary set forth in this Section 1, in the event the Commission does not permit the Company to register all of the Registrable Securities in the initial registration statement referenced in this Section 1.2(a) because of the Commission’s application of Rule 415 (ba “415 Notice”), the Company shall, within 5 days of receipt of the 415 Notice, register in the initial registration statement referenced in this Section 1.2(a) the maximum number of Registrable Securities as is permitted by the Commission; provided, however, that the Registrable Securities to be included in such initial registration statement or any subsequent registration statement shall be on a pro rata basis among the Purchasers and holders of Anti-Dilution Shares with respect to any Anti-Dilution Shares to be included in such registration statement. In the event the Commission does not permit the Company to register all of the Registrable Securities in the initial registration statement, the Company shall file subsequent registration statements to register the Registrable Securities that were not registered in the initial registration statement as promptly as practicable and in a manner permitted by the Commission. The Company shall prepare and file with the Commission such amendmentsamendments (including, including without limitation, post-effective amendments) and supplements to each registration statement and the prospectus used in connection with each such registration statement, to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related which prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended is to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond , as promptly as possiblemay be necessary to keep each such registration statement effective at all times during the Effectiveness Period for such registration statement, but in no event later than twenty (20) Business Daysand, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) during such period, comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities of the Company required to be covered by the such Registration Statement during the Effectiveness Period until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the Holders seller or sellers thereof as set forth in such registration statement; provided, however, by 8:30 a.m. (New York time) on the Registration Statement as so amended Business Day immediately following each Effective Date, the Company shall file with the SEC in accordance with Rule 424(b) under the Securities Act the final prospectus to be used in connection with sales pursuant to the applicable registration statement (whether or in not such a prospectus as so supplementedis technically required by such rule). (cb) If during any registration statement is not declared effective by the Commission (or otherwise does not become effective) on or prior to its Effectiveness PeriodDate (any such failure or breach being referred to as an “Event,” and the date on which such Event occurs being referred to as the “Event Date”), then in addition to any other rights available to the Holders, for each thirty (30) day period following the Event Date until the applicable Event is cured, the Company shall issue to each Holder a number of Registrable Securities at any time exceeds 100additional shares of Common Stock, as liquidated damages and not as a penalty, equal to 1.0% of the aggregate number of shares of Common Stock then registered included in the Registration StatementUnits purchased in the Offering by such Holder for each thirty (30) day period following the Effectiveness Date that the registration statement has not been declared effective; provided, however, that the Company shall file not be obligated to pay any such liquidated damages if the Company is unable to fulfill its registration obligations as soon as reasonably practicable an additional Registration Statement covering a result of rules, regulations, positions or releases issued or actions taken by the resale of not less than Commission pursuant to its authority with respect to Rule 415, and the Company registers at such time the maximum number of shares of Common Stock as permitted by the Commission. The parties agree that the Company will not be liable for liquidated damages under this Section 1.2(b) in respect of the warrants purchased in the Offering or the shares of Common Stock issuable upon exercise of such Registrable Securitieswarrants. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a thirty (30) day period prior to the cure of an Event. Notwithstanding the foregoing, the maximum issuance to a Holder associated with all Events in the aggregate shall not exceed 5.0% of the aggregate number of shares of Common Stock purchased in the Offering by such Holder. (dc) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement for each HolderSection 1.2, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersPurchasers. (ed) If at any time during the Effectiveness Period there is not an effective Registration Statement registration statement covering all of the Registrable Securities, then the Company shall notify each Holder Purchaser in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities. In the event a Holder Purchaser desires to include in any such registration statement all or any part of the Registrable Securities held by such HolderPurchaser, the Holder Purchaser shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Purchaser wishes to include in such registration statement. If a Holder Purchaser decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder Purchaser shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein. If the Purchasers elect to cause the Company to include any of the Registrable Securities in a registration statement covering an underwritten offering of securities of the Company and the managing underwriter of the public offering advises the Company in writing that in its opinion the number of shares of Common Stock proposed to be included in the registration statement, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such underwritten offering and/or the number of shares of Common Stock proposed to be included in such registration statement would adversely affect the price per share of the Registrable Securities proposed to be sold in such underwritten offering, the Company shall include in such registration statement (i) first, the number of shares of Common Stock that the Company proposes to sell in such underwritten offering, (ii) second, the number of shares of Common Stock that the holders of Registrable Securities propose to sell, and (iii) third, the number of shares of Common Stock proposed to be included by any other persons (including shares of Common Stock to be sold for the account of the Company) allocated among such persons in such matter as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder. (e) Notwithstanding anything in this Agreement to the contrary, the Company may, by written notice to the Purchasers, suspend sales under a registration statement after its effectiveness date and/or require that the Purchasers immediately cease the sale of shares of Common Stock pursuant thereto and/or defer the filing of any subsequent registration statement if the financial statements included in such registration statement become ineligible for inclusion therein. The Company’s rights under this Section 1.2(d) may be exercised for a period of no more than 10 trading days in any twelve-month period. Immediately after the end of any suspension period under this Section 1.2(d), the Company shall take all necessary actions (including filing any required supplemental prospectus) to restore the effectiveness of the applicable registration statement and the ability of the Purchasers to publicly resell their Registrable Securities pursuant to such effective registration statement.

Company Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders Investors holding an aggregate of at least a majority 60% of the Registrable Securities on a fully diluted basisan “as converted” and “as exercised” basis including the approval of the Lead Investor) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its reasonable best efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare pay to the Investors a fee of one (1%) percent per month of the Purchasers’ investment, payable in cash, up to a maximum of six (6%) percent, on the Filing Date and file with the Effectiveness Date if the registration obligations set forth herein have not been met, and pro- rata for each month, or partial month, in excess of the Filing Date and/or the Effectiveness Date that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to pay any such liquidated damages if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or releases issued or actions taken by the Commission such amendments, including post-effective amendments, to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission its authority with respect to “Rule 415”, provided the Registration Statement or any amendment thereto and as promptly as possible provide Company registers at such time the Holders true and complete copies maximum number of all correspondence from and to shares of Common Stock permissible upon consultation with the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 staff of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplemented. (c) . If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (dc) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestors. (ed) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities. In the event a Holder an Investor desires to include in any such registration statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.

Company Registration. (a) On or prior to the Filing Date, Date the Company shall prepare and file with the Commission a Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415415 (such initial Registration Statement, together with any additional Registration Statements to be filed pursuant to Section 2(b) below, each a “Mandatory Registration Statement” ). The Mandatory Registration Statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders holding an aggregate of at least a majority of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Mandatory Registration Statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable best efforts to cause the Mandatory Registration Statement to be declared effective under the Securities Act as soon as possible and, in any event, by no later than the Effectiveness Date. The Company shall use its best commercially reasonable efforts to keep the Mandatory Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Mandatory Registration Statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”” ). (b) The Company shall prepare and file with pay to Investors a fee of 1% per month of the Commission such amendmentsInvestors’ investment, including post-effective amendmentspayable in cash, for every thirty (30) day period up to a maximum of 6%, (i) following the Filing Date that the Mandatory Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period has not been filed and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause following the related prospectus Effectiveness Date that the Mandatory Registration Statement has not been declared effective; provided, however, that the Company shall not be obligated to be amended pay any such liquidated damages if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or supplemented releases issued or actions taken by any required prospectus supplement, and as so supplemented or amended to be filed the Commission pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission its authority with respect to “Rule 415,” and the Registration Statement or any amendment thereto and as promptly as possible provide Company registers at such time the Holders true and complete copies maximum number of all correspondence from and to shares of Common Stock permissible upon consultation with the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 staff of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with provided, further, that the provisions Company shall not be obligated to pay any liquidated damages for its failure to file a Mandatory Registration Statement on or before the Filing Date at any time following the one year anniversary of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplementedfinal Closing Date. (c) If at any time during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the a Mandatory Registration Statement, the Company shall file as soon as reasonably practicable an additional Registration Statement covering the resale by the Investors of not less than 30% of the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to the Registrable Securities and Securities, or fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestors. (e) If at any time during the Effectiveness Period there is not an effective Mandatory Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen ten (1510) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the resale of the Registrable Securities) and will afford each Investor an opportunity to include in such registration statement (each a “Piggyback Registration Statement” ) all or part of the Registrable Securities held by such Investor. In the event a Holder an Investor desires to include in any such registration statement Piggyback Registration Statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten five (105) days after the delivery of the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statementPiggyback Registration Statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement Registration Statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement Registration Statement or registration statements Registration Statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein. (f) The right of any such Investor’s Registrable Securities to be included in any Piggyback Registration Statement pursuant to Section 1(e) above in connection with an underwritten offering, shall be conditioned upon such Investor’s participation in such underwritten offering and the inclusion of such Investor’s Registrable Securities in the underwritten offering to the extent provided herein. All Investors proposing to distribute their Registrable Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the managing underwriters selected by the Company for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements, custody agreements, lock-up agreements, and other documents reasonably required under the terms of such underwriting, and furnish to the Company such information in writing as the Company may reasonably request for inclusion in the Piggyback Registration Statement. Notwithstanding any other provision of this Agreement, if at any time in connection with an underwritten offering, the managing underwriters determine in good faith that marketing factors require a limitation on the number of shares to be included in a Piggyback Registration Statement pursuant to Section 1(e) above, then the managing underwriters may exclude shares (including Registrable Securities) from the Piggyback Registration Statement and the underwritten offering, and any Shares included in the Piggyback Registration Statement and the underwritten offering shall be allocated, first, to the Company, and second, to each of the Investors requesting inclusion of their Registrable Securities in such Piggyback Registration Statement on a pro rata basis based on the total number of Registrable Securities then held by each such Investor that is requesting inclusion. If any Investor disapproves of the terms of any such underwritten offering that is undertaken in compliance with the terms hereof, such Investor may elect to withdraw therefrom by providing written notice to the Company and the underwriter, delivered at least ten trading days prior to the effective date of the Piggyback Registration Statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be excluded and withdrawn from the Piggyback Registration Statement. By electing to include Registrable Securities in the Piggyback Registration Statement, if any, the Investor shall be deemed to have agreed not to effect any sale or distribution of securities of the Company of the same or similar class or classes of the securities included in the Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act, during such periods as reasonably requested by the managing underwriter (but in no event for a period longer than 60 days following the effective date of the Piggyback Registration Statement).

Company Registration. (a) On or prior to the Filing Date, Date the Company shall prepare and file with the Commission a Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415415 (such initial Registration Statement, together with any additional Registration Statements to be filed pursuant to Section 2(b) below, each a “Mandatory Registration Statement”). The Mandatory Registration Statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders holding an aggregate of at least a majority of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Mandatory Registration Statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable best efforts to cause the Mandatory Registration Statement to be declared effective under the Securities Act as soon as possible and, in any event, by no later than the Effectiveness Date. The Company shall use its best commercially reasonable efforts to keep the Mandatory Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Mandatory Registration Statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare and file with pay to Investors a fee of 1% per month of the Commission such amendmentsInvestors’ investment, including post-effective amendmentspayable in cash, for every thirty (30) day period up to a maximum of 6%, (i) following the Filing Date that the Mandatory Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period has not been filed and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause following the related prospectus Effectiveness Date that the Mandatory Registration Statement has not been declared effective; provided, however, that the Company shall not be obligated to be amended pay any such liquidated damages if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or supplemented releases issued or actions taken by any required prospectus supplement, and as so supplemented or amended to be filed the Commission pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission its authority with respect to “Rule 415,” and the Registration Statement or any amendment thereto and as promptly as possible provide Company registers at such time the Holders true and complete copies maximum number of all correspondence from and to shares of Common Stock permissible upon consultation with the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 staff of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with provided, further, that the provisions Company shall not be obligated to pay any liquidated damages for its failure to file a Mandatory Registration Statement on or before the Filing Date at any time following the one year anniversary of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplementedfinal Closing Date. (c) If at any time during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the a Mandatory Registration Statement, the Company shall file as soon as reasonably practicable an additional Registration Statement covering the resale by the Investors of not less than 30% of the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to the Registrable Securities and Securities, or fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestors. (e) If at any time during the Effectiveness Period there is not an effective Mandatory Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen ten (1510) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the resale of the Registrable Securities) and will afford each Investor an opportunity to include in such registration statement (each a “Piggyback Registration Statement”) all or part of the Registrable Securities held by such Investor. In the event a Holder an Investor desires to include in any such registration statement Piggyback Registration Statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten five (105) days after the delivery of the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statementPiggyback Registration Statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement Registration Statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement Registration Statement or registration statements Registration Statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein. (f) The right of any such Investor’s Registrable Securities to be included in any Piggyback Registration Statement pursuant to Section 1(e) above in connection with an underwritten offering, shall be conditioned upon such Investor’s participation in such underwritten offering and the inclusion of such Investor’s Registrable Securities in the underwritten offering to the extent provided herein. All Investors proposing to distribute their Registrable Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the managing underwriters selected by the Company for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements, custody agreements, lock-up agreements, and other documents reasonably required under the terms of such underwriting, and furnish to the Company such information in writing as the Company may reasonably request for inclusion in the Piggyback Registration Statement. Notwithstanding any other provision of this Agreement, if at any time in connection with an underwritten offering, the managing underwriters determine in good faith that marketing factors require a limitation on the number of shares to be included in a Piggyback Registration Statement pursuant to Section 1(e) above, then the managing underwriters may exclude shares (including Registrable Securities) from the Piggyback Registration Statement and the underwritten offering, and any Shares included in the Piggyback Registration Statement and the underwritten offering shall be allocated, first, to the Company, and second, to each of the Investors requesting inclusion of their Registrable Securities in such Piggyback Registration Statement on a pro rata basis based on the total number of Registrable Securities then held by each such Investor that is requesting inclusion. If any Investor disapproves of the terms of any such underwritten offering that is undertaken in compliance with the terms hereof, such Investor may elect to withdraw therefrom by providing written notice to the Company and the underwriter, delivered at least ten trading days prior to the effective date of the Piggyback Registration Statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be excluded and withdrawn from the Piggyback Registration Statement. By electing to include Registrable Securities in the Piggyback Registration Statement, if any, the Investor shall be deemed to have agreed not to effect any sale or distribution of securities of the Company of the same or similar class or classes of the securities included in the Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act, during such periods as reasonably requested by the managing underwriter (but in no event for a period longer than 60 days following the effective date of the Piggyback Registration Statement).

Company Registration. (a) On or prior to the Filing Date, Date the Company shall prepare and file with the Commission a Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 or, if the Company is so eligible, on SB-2 or Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 SB-2 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders holding an aggregate of at least a majority of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. ). The Company shall cause the Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable best commercial efforts to cause the Registration Statement to be declared effective under the Securities Act as soon promptly as possible andafter the filing thereof, but in any event, by event no later than the Effectiveness Date. The Company shall use its best reasonable commercial efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities covered by such Registration Statement have been sold or (ii) all Registrable Securities may be sold immediately without registration under the requirement to be in compliance with Rule 144(c)(1) Securities Act and otherwise without restriction or limitation volume restrictions pursuant to Rule 144144(k), as determined by the counsel to the Company (pursuant to a written opinion letter to such effect, addressed and acceptable to the “Effectiveness Period”)Company's transfer agent and the affected Investors. (b) The Company shall prepare and file with the Commission such amendments, including post-effective amendments, to If: (i) the Registration Statement as may be necessary to keep the Registration Statement continuously effective as is not filed on or prior to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable SecuritiesFiling Date; (ii) cause the related prospectus to be amended Registration Statement is not declared effective by the Commission by the Effectiveness Date; or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission with respect to after the Registration Statement is filed with and declared effective by the Commission, the Registration Statement ceases to be effective (by suspension or otherwise) as to all Registrable Securities to which it is required to relate at any amendment thereto and as promptly as possible provide the Holders true and complete copies of all correspondence from and time prior to the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 expiration of the Securities Act no later Effectiveness Period (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year or more than two 20 consecutive calendar days (2) Business Days following defined as a period of 365 days commencing on the date the Registration Statement is declared effective effective); (any such failure or breach being referred to as an "Event," and for purposes of clause (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 30 day or 20 consecutive day period (as the case may be) is exceeded, or for purposes of clause (iv) the date on which such three (3) Trading Day period is exceeded, being referred to as "Event Date"), then until the applicable Event is cured, the Company shall pay to each Investor an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% for each thirty (30) day period (prorated for partial periods) on a daily basis of the aggregate amount invested by such Investor. While such Event continues, such liquidated damages shall be paid not less often than each thirty (30) days. Any unpaid liquidated damages as of the date when an Event has been cured by the Commission; and Company shall be paid within three (v3) comply in all material respects with days following the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered date on which such Event has been cured by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplementedCompany. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statement, the Company shall file as soon as reasonably practicable an additional Registration Statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s 's fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestors. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statement. In the event a Holder desires to include in any such registration statement all or any part of the Registrable Securities held by such Holder, the Holder shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of securities, all upon the terms and conditions set forth herein.

Company Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders Investors holding an aggregate of at least a majority 60% of the Registrable Securities on a fully diluted basisbasis including the approval of the Lead Investor) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its reasonable best efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare and file with pay to each Investor a fee of 1% of the Commission such amendmentsInvestor’s investment, including post-effective amendmentspayable in cash, to for every thirty (30) day period (which initial thirty (30) day period shall commence on the fifth business day after the date of the Registration Statement as Default if such Registration Default has not been cured by such date), up to a maximum of 6% of the Investor’s investment for all applicable thirty (30) day periods, (i) following the Filing Date that the registration statement has not been filed and (ii) following the Effectiveness Date that the registration statement has not been declared effective (each such event referred to in clauses (i) and (ii), a “Registration Default”); provided, however, that the Company shall not be obligated to pay any such liquidated damages if (i) the Registrable Securities that would otherwise be covered by the registration statement may be necessary sold without the requirement to keep the Registration Statement continuously effective as be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale Rule 144 under the Securities Act all of the Registrable Securities; or (ii) cause the related prospectus Company is unable to be amended fulfill its registration obligations as a result of rules, regulations, positions or supplemented releases issued or actions taken by any required prospectus supplement, and as so supplemented or amended to be filed the Commission pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission its authority with respect to “Rule 415”, and the Registration Statement or any amendment thereto and as promptly as possible Company registers at such time the maximum number of shares of Common Stock permissible upon consultation with the staff of the Commission; provided, further, that if an Investor fails to provide the Holders true and complete copies of all correspondence from and Company with any information that is required to be provided in such registration statement with respect to such Investor as set forth herein, then the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 commencement of the Securities Act no later than first thirty (30) day period described above shall be extended until two (2) Business Days business days following the date the Registration Statement is declared effective of receipt by the Commission; and (v) comply in all material respects with the provisions Company of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplementedrequired information. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestors. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities. In the event a Holder an Investor desires to include in any such registration statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.

Company Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders holding an aggregate of at least a majority of the Registrable Securities on a fully diluted basisLender) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Datepossible. The Company shall use its best efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare and file with the Commission such amendments, including post-effective amendments, to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related prospectus Prospectus to be amended or supplemented by any required prospectus Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus Prospectus as so supplemented. The Company shall declare the Registration Statement Effective within 60 days from the Filing Date. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each Holderthe Lender, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders Lender and their its counsel at least two (2) Business Days business days before filing for their review and comment. The Company agrees that any it will accept all such Registration Statement shall reasonable comments and proposed changes unless such comments and changes would reasonably be subject expected to the review and reasonable comment result in a violation of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such Holdersapplicable securities laws. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder the Lender in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities. In the event a Holder the Lender desires to include in any such registration statement all or any part of the Registrable Securities held by such HolderLender, the Holder Lender shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Lender wishes to include in such registration statement. If a Holder Lender decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder Lender shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein. In the event the Company files a registration statement on Form S-1 in connection with an uplisting of the Common shares to Nasdaq, the Effective Date shall be delayed upon mutual agreement of the Company and the Lender in order to make any necessary amendments to the Registration Statement.

Company Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415415 (the “Mandatory Registration Statement”). The Mandatory Registration Statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders holding an aggregate of at least a majority of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. N-2. The Company shall cause the Mandatory Registration Statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable best efforts to cause the Mandatory Registration Statement to be declared effective under the Securities Act as soon as possible and, in any event, by no later than the Effectiveness Date. The Company shall use its best commercially reasonable efforts to keep the Mandatory Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Mandatory Registration Statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company 144 (the “Effectiveness Period”). (b) The Company shall prepare and file with the Commission such amendments, including post-effective amendments, to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplemented. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statement, the Company shall file as soon as reasonably practicable an additional Registration Statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and reasonable expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations registration pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees, the filing fees incident to, and the reasonable fees and disbursements of counsel for underwriters in connection with, any required review by the Financial Industry Regulatory Authority, Inc. (“FINRA”) of the terms of the sale of the Registrable Securities and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to the Registrable Securities and Securities, or fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any Investors; such Registration Statement excluded expenses shall be subject to borne by the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestors. (ec) If at any time during the Effectiveness Period there is not an effective Mandatory Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen ten (1510) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 N-14 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the resale of the Registrable Securities) and will afford each Investor an opportunity to include in such registration statement (each a “Piggyback Registration Statement”) all or part of the Registrable Securities held by such Investor. In the event a Holder an Investor desires to include in any such registration statement Piggyback Registration Statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten five (105) days after the delivery of the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statementPiggyback Registration Statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement Registration Statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement Registration Statement or registration statements Registration Statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein. (d) The right of any such Investor’s Registrable Securities to be included in any Piggyback Registration Statement pursuant to Section 1(c) above in connection with an underwritten offering, shall be conditioned upon such Investor’s participation in such underwritten offering and the inclusion of such Investor’s Registrable Securities in the underwritten offering to the extent provided herein. All Investors proposing to distribute their Registrable Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the managing underwriters selected by the Company for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements, custody agreements, lock-up agreements, and other documents reasonably required under the terms of such underwriting, and furnish to the Company such information in writing as the Company may reasonably request for inclusion in the Piggyback Registration Statement. Notwithstanding any other provision of this Agreement, if at any time in connection with an underwritten offering, the managing underwriters determine in good faith that marketing factors require a limitation on the number of shares to be included in a Piggyback Registration Statement pursuant to Section 1(c) above, then the managing underwriters may exclude shares (including Registrable Securities) from the Piggyback Registration Statement and the underwritten offering, and any Shares included in the Piggyback Registration Statement and the underwritten offering shall be allocated, first, to the Company, and second, to each of the Investors requesting inclusion of their Registrable Securities in such Piggyback Registration Statement on a pro rata basis based on the total number of Registrable Securities then held by each such Investor that is requesting inclusion. If any Investor disapproves of the terms of any such underwritten offering that is undertaken in compliance with the terms hereof, such Investor may elect to withdraw therefrom by providing written notice to the Company and the underwriter, delivered at least ten trading days prior to the effective date of the Piggyback Registration Statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be excluded and withdrawn from the Piggyback Registration Statement. By electing to include Registrable Securities in the Piggyback Registration Statement, if any, the Investor shall be deemed to have agreed not to effect any sale or distribution of securities of the Company of the same or similar class or classes of the securities included in the Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act, during such periods as reasonably requested by the managing underwriter. (e) Each Investor agrees to deliver a Notice and Questionnaire in the form attached hereto as Exhibit A (the “Notice and Questionnaire”) to the Company at least seven (7) days prior to any distribution by it of Registrable Securities under the Registration Statement. From and after the date the Registration Statement is declared effective, the Company shall, as promptly as is practicable after the date a Notice and Questionnaire is delivered, and in any event within the later of seven (7) days after such date, or seven (7) days after the expiration of any suspension event under Section 1.2(f) herein in effect when the Notice and Questionnaire is delivered or which comes into effect within seven (7) days of such delivery: (i) if required by applicable law, file with the Commission a post-effective amendment to the Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or file any other required document so that each Investor is named as a selling holder in the Registration Statement and the related Prospectus and so that each Investor is permitted to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable and (ii) notify the Investor as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to this Section 1.2(e); provided that if such Notice and Questionnaire is delivered during a period of time when a suspension event under Section 1.2(f) of this Agreement has occurred and is continuing, the Company shall so inform each Investor and shall take the actions set forth in clauses (i) and (ii) above upon expiration of the suspension event in accordance with Section 1.2(f). (f) Upon receipt of written notice from the Company that the Registration Statement (whether Mandatory, Piggyback or otherwise) or a prospectus relating thereto contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading (a “Misstatement”), each Investor shall forthwith discontinue disposition of Registrable Securities until such Investor has received copies of the supplemented or amended prospectus that corrects such Misstatement, or until such Investor is advised in writing by the Company that the use of the Prospectus may be resumed, and, if so directed by the Company, such Investor shall deliver to the Company all copies, other than permanent file copies then in such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. The Company shall use its commercially reasonable efforts to prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Registration Statement or a supplement to the related Prospectus so that such Registration Statement and related Prospectus do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, in the case of a post-effective amendment to such Registration Statement, use its commercially reasonable efforts to cause it to be declared effective as soon as possible. The total number of days that any such suspension may be in effect in any three hundred-sixty-five (365) day period shall not exceed ninety (90) days.

Company Registration. (a) On or prior to the Filing Date, the The Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may beS-1, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders Investors holding an aggregate of at least a majority 75% of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its best commercially reasonable efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until the later of (i) the expiration date of the Warrants; (ii) the date on which the Warrants may be exercised on a “cashless” or “net exercise” basis; or (iii) the Cancellation Date (as defined in the Warrants), unless all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare and file with pay to Investors a fee of 1% per month of the Investors’ investment, payable in cash, for every thirty (30) day period up to a maximum of 6%, following the Effectiveness Date that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to pay any such liquidated damages if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or releases issued or actions taken by the Commission such amendments, including post-effective amendments, to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission its authority with respect to “Rule 415”, and the Registration Statement or any amendment thereto and as promptly as possible provide Company registers at such time the Holders true and complete copies maximum number of all correspondence from and to shares of Common Stock permissible upon consultation with the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 staff of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with provided, further, that the provisions Company shall not be obligated to pay any liquidated damages at any time following the one year anniversary of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplementedfinal Closing Date. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestors. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities. In the event a Holder an Investor desires to include in any such registration statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.

Company Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders holding an aggregate of at least a majority of the Registrable Securities on a fully diluted basisInvestor) substantially the “"Plan of Distribution” " attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its reasonable best efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “"Effectiveness Period”"). (b) The Company shall prepare and file with the Commission such amendments, including post-effective amendments, pay to the Registration Statement as Investor a fee equal to 1% of the Investor's investment, payable in cash, for every thirty (30) day period, up to a maximum of 12%, (i) following the Filing Date that the registration statement has not been filed and (ii) following the Effectiveness Date that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to pay any such liquidated damages if (i) the Registrable Securities that would other be covered by the registration statement may be necessary sold without the requirement to keep the Registration Statement continuously effective as be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale Rule 144 under the Securities Act all of the Registrable Securities; or (ii) cause the related prospectus Company is unable to be amended fulfill its registration obligations as a result of rules, regulations, positions or supplemented releases issued or actions taken by any required prospectus supplement, and as so supplemented or amended to be filed the Commission pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission its authority with respect to "Rule 415", and the Registration Statement or any amendment thereto and as promptly as possible provide Company registers at such time the Holders true and complete copies maximum number of all correspondence from and to shares of Common Stock permissible upon consultation with the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 staff of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplemented. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s 's fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestor. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities. In the event a Holder an Investor desires to include in any such registration statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.

Company Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders holding an aggregate of at least a majority of the Registrable Securities on a fully diluted basisInvestor) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its reasonable best efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare and file with the Commission such amendments, including post-effective amendments, pay to the Registration Statement as Investor a fee equal to 1% of the Investor’s investment, payable in cash, for every thirty (30) day period, up to a maximum of 12%, (i) following the Filing Date that the registration statement has not been filed and (ii) following the Effectiveness Date that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to pay any such liquidated damages if (i) the Registrable Securities that would other be covered by the registration statement may be necessary sold without the requirement to keep the Registration Statement continuously effective as be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale Rule 144 under the Securities Act all of the Registrable Securities; or (ii) cause the related prospectus Company is unable to be amended fulfill its registration obligations as a result of rules, regulations, positions or supplemented releases issued or actions taken by any required prospectus supplement, and as so supplemented or amended to be filed the Commission pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission its authority with respect to “Rule 415”, and the Registration Statement or any amendment thereto and as promptly as possible provide Company registers at such time the Holders true and complete copies maximum number of all correspondence from and to shares of Common Stock permissible upon consultation with the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 staff of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplemented. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestor. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities. In the event a Holder an Investor desires to include in any such registration statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.

Company Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders holding an aggregate of at least a majority of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause Subject to the Registration Statement to become effective and remain effective as provided herein. The terms of this Agreement, the Company shall use its reasonable best efforts to cause the a Registration Statement to be declared effective under the Securities Act as soon promptly as possible andafter the filing thereof, but in any event, by event prior to the applicable Effectiveness Date. The Company , and shall use its reasonable best efforts to keep the such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction volume restrictions, notice or limitation manner of sale requirements pursuant to Rule 144, including without limitation 144(i), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Transfer Agent and the affected Holders that such securities may be sold without registration and may be issued without legends thereon (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b). (b) The If: (i) the Registration Statement is not filed on or prior to its Filing Date (if the Company files the Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall prepare and be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such amendmentsRegistration Statement will not be “reviewed” or will not be subject to further review, including postor (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendmentsamendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 15 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) as to, in the aggregate among all Holders on a pro-rata basis based on their purchase of the Securities pursuant to the Purchase Agreement, a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Registration Statement, or (v) all of the Registrable Securities are not registered for resale pursuant to one or more effective Registration Statements on or before the Effectiveness Date (except as may be limited by the Commission pursuant to its authority with respect to “Rule 415”), or (vi) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of 20 calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clause (i), (iv) and (v) the date on which such Event occurs, and for purpose of clause (ii) the date on which such five Trading Day period is exceeded, and for purpose of clause (iii) the date which such 10 calendar day period is exceeded, and for purpose of clause (vi) the date on which such 10 or 20 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by such Holder, up to a maximum of 24% of the Purchase Price of such Purchaser’s Notes. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. Notwithstanding the foregoing, the Company shall not be required to make any payments pursuant to this Section if an Event occurred at such time that all Registrable Securities are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act; provided, further, that the Company shall not be required to make any payments pursuant to this Section with respect to any Registrable Securities the Company is unable to register due to limits imposed by the SEC Guidance on Rule 415 under the Securities Act. (c) Notwithstanding the registration obligations set forth in this Section, 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 Registration Statement as may be necessary to keep required by the Registration Statement continuously effective as to Commission, covering the applicable maximum number of Registrable Securities for permitted to be registered by the Effectiveness Period and prepare and file with the Commission Commission, on Form S-3 or such additional Registration Statements as necessary in order other form available to register for resale under the Registrable Securities Act as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (d) Notwithstanding any other provision of disposition by this Agreement, if the Holders thereof set Commission or any SEC Guidance sets forth in a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as so amended a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in such prospectus writing by a Holder as so supplemented. (c) If during the Effectiveness Periodto its Registrable Securities, the number of Registrable Securities at any time exceeds 100% of to be registered on such Registration Statement will be reduced by Registrable Securities represented by Conversion Shares, as defined in the Note (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of shares unregistered Conversion Shares held by such Holders. In the event of Common Stock then registered in the Registration Statementa cutback hereunder, the Company shall file as soon as reasonably practicable an additional Registration Statement covering give the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement for each Holder, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel Holder at least two (2) Business 5 Trading Days before filing for their review and comment. The Company agrees that any prior written notice along with the calculations as to such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersHolder’s allotment. (e) If at any time during In the Effectiveness Period there is not an effective Registration Statement covering all event of the Registrable Securitiesa cutback hereunder, then the Company shall notify each give the Holder in writing at least fifteen five (155) days Trading Days prior written notice along with the calculations as to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration StatementHolder’s allotment. In the event a Holder desires the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its reasonable best efforts to include file with the Commission, as promptly as allowed by the Commission or SEC Guidance provided to the Company or to registrants of securities in any general, one or more registration statements on Form S-3 or such registration statement all or any part of the other form available to register for resale those Registrable Securities held by such Holderthat were not registered for resale on the Initial Registration Statement, the Holder shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of securities, all upon the terms and conditions set forth hereinamended.

Company Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities Securitvies on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders Investors holding an aggregate of at least a majority 60% of the Registrable Securities on a fully diluted basisan “as converted” and “as exercised” basis including the approval of the Lead Investor) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its reasonable best efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare pay to Investors a fee of 1% per month of the Investors’ investment, payable in cash, for every thirty (30) day period up to a maximum of 6%, (i) following the Filing Date that the registration statement has not been filed and file with (ii) following the Commission Effectiveness Date that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to pay any such amendments, including post-effective amendments, to liquidated damages if (i) the Registration Statement as Registrable Securities that would other be covered by the registration statement may be necessary sold without the requirement to keep the Registration Statement continuously effective as be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale Rule 144 under the Securities Act all of the Registrable Securities; or (ii) cause the related prospectus Company is unable to be amended fulfill its registration obligations as a result of rules, regulations, positions or supplemented releases issued or actions taken by any required prospectus supplement, and as so supplemented or amended to be filed the Commission pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission its authority with respect to “Rule 415”, and the Registration Statement or any amendment thereto and as promptly as possible provide Company registers at such time the Holders true and complete copies maximum number of all correspondence from and to shares of Common Stock permissible upon consultation with the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 staff of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplemented. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable after receiving written notice from holders of a majority of the Registrable Securities not registered an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses reasonably incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestors. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities. In the event a Holder an Investor desires to include in any such registration statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.

Company Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders Investors holding an aggregate of at least a majority 75% of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its reasonable best efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare pay to Investors a fee of 2% per month of the number of shares that the amount invested by the Investors would buy at the Conversion Price (as defined in the Convertible Debenture), payable in shares of registered Common Stock, for every thirty (30) day period up to a maximum of 6%, (i) following the Filing Date that the registration statement has not been filed and file with (ii) following the Commission Effectiveness Date that the registration statement has not been declared effective; provided however , that the Company shall not be obligated to pay any such amendments, including post-effective amendments, to liquidated damages if (i) the Registration Statement as Registrable Securities that would other be covered by the registration statement may be necessary sold without the requirement to keep the Registration Statement continuously effective as be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale Rule 144 under the Securities Act all of the Registrable Securities; or (ii) cause the related prospectus Company is unable to be amended fulfill its registration obligations as a result of rules, regulations, positions or supplemented releases issued or actions taken by any required prospectus supplement, and as so supplemented or amended to be filed the Commission pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission its authority with respect to “Rule 415”, and the Registration Statement or any amendment thereto and as promptly as possible provide Company registers at such time the Holders true and complete copies maximum number of all correspondence from and to shares of Common Stock permissible upon consultation with the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 staff of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplemented. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestors. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities. In the event a Holder an Investor desires to include in any such registration statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.

Company Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders Investors holding an aggregate of at least a majority 75% of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by practicable after the Effectiveness Filing Date. The Company shall use its reasonable best efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare and file with pay to Investors a fee of 1.5% per month of the Commission Investors’ investment, payable in cash, for every thirty (30) day period up to a maximum of 5%, following the Filing Date that the registration statement has not been filed; provided, however, that the Company shall not be obligated to pay any such amendments, including post-effective amendments, to liquidated damages if (i) the Registration Statement as Registrable Securities that would other be covered by the registration statement may be necessary sold without the requirement to keep the Registration Statement continuously effective as be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale Rule 144 under the Securities Act all of the Registrable Securities; or (ii) cause the related prospectus Company is unable to be amended fulfill its registration obligations as a result of rules, regulations, positions or supplemented releases issued or actions taken by any required prospectus supplement, and as so supplemented or amended to be filed the Commission pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission its authority with respect to “Rule 415”, and the Registration Statement or any amendment thereto and as promptly as possible provide Company registers at such time the Holders true and complete copies maximum number of all correspondence from and to shares of Common Stock permissible upon consultation with the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 staff of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplemented. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestors. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities. In the event a Holder an Investor desires to include in any such registration statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.

Company Registration. If (abut without any obligation to do so) On or prior to the Filing Date, the Company shall prepare and file with the Commission proposes to register (including for this purpose a Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 or, if registration effected by the Company is so eligible, on Form S-3 (except if for stockholders other than the Company is not then eligible to register for resale the Registrable Securities on Form S-1 Holders) any of its stock or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders holding an aggregate of at least a majority of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective other securities under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare and file with the Commission such amendments, including post-effective amendments, to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplemented. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statement, the Company shall file as soon as reasonably practicable an additional Registration Statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement for each Holder, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such Holders. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock such securities solely for cash (including, but not limited to, other than a registration statements relating solely to secondary offerings the sale of securities of the to participants in a Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.6, cause to be registered under the Act all of the Registrable Securities that each such Holder has requested to be registered. Obligations of the Company. Whenever required under this Section 1 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or until the distribution contemplated in the Registration StatementStatement has been completed; provided, however, that (i) such 120-day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the Company; and (ii) in the case of any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such 120-day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold, provided that Rule 415, or any successor rule under the Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (i) includes any prospectus required by Section 10(a)(3) of the Act or (ii) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (i) and (ii) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the 1934 Act in the registration statement. Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement. Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them. Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general Consent to service of process in any such states or jurisdictions. In the event a of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder desires to include participating in any such underwriting shall also enter into and perform its obligations under such an agreement. Notify each Holder of Registrable securities covered by such registration statement all or at any part time when a prospectus relating thereto is required to be delivered under the Act of the Registrable Securities held by such Holder, happening of any event as a result of which the Holder shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder wishes to include prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. If a Holder decides not to include Cause all of its such Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue registered pursuant hereunder to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed listed on each securities exchange on which similar securities issued by the Company with respect to the offering of are then listed. Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable securities, all upon in each case not later than the terms and conditions set forth hereineffective date of such registration.

Company Registration. (a) On or prior to the Filing Date, Date the Company shall prepare and file with the Commission a Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 or, if the Company is so eligible, on SB-2 or Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 SB-2 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders holding an aggregate of at least a majority of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. ). The Company shall cause the Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable best commercial efforts to cause the Registration Statement to be declared effective under the Securities Act as soon promptly as possible andafter the filing thereof, but in any event, by event no later than the Effectiveness Date. The Company shall use its best reasonable commercial efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities covered by such Registration Statement have been sold or (ii) all Registrable Securities may be sold immediately without registration under the requirement to be in compliance with Rule 144(c)(1) Securities Act and otherwise without restriction or limitation volume restrictions pursuant to Rule 144144(k), as determined by the counsel to the Company (pursuant to a written opinion letter to such effect, addressed and acceptable to the “Effectiveness Period”)Company's transfer agent and the affected Investors. (b) The Company shall prepare and file with the Commission such amendments, including post-effective amendments, to If: (i) the Registration Statement as may be necessary to keep the Registration Statement continuously effective as is not filed on or prior to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable SecuritiesFiling Date; (ii) cause the related prospectus to be amended Registration Statement is not declared effective by the Commission by the Effectiveness Date; or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission with respect to after the Registration Statement is filed with and declared effective by the Commission, the Registration Statement ceases to be effective (by suspension or otherwise) as to all Registrable Securities to which it is required to relate at any amendment thereto and as promptly as possible provide the Holders true and complete copies of all correspondence from and time prior to the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 expiration of the Securities Act no later Effectiveness Period (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year or more than two 20 consecutive calendar days (2) Business Days following defined as a period of 365 days commencing on the date the Registration Statement is declared effective effective); (any such failure or breach being referred to as an "Event," and for purposes of clause (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 30 day or 20 consecutive day period (as the case may be) is exceeded, or for purposes of clause (iv) the date on which such three (3) Trading Day period is exceeded, being referred to as "Event Date"), then until the applicable Event is cured, the Company shall pay to each Investor in Common Stock at Fair Market Value, as liquidated damages and not as a penalty, equal to 1.0% payable, up to a maximum of 6%, for each thirty (30) day period (prorated for partial periods) on a daily basis of the aggregate amount invested by such Investor. While such Event continues, such liquidated damages shall be paid not less often than each thirty (30) days. Any unpaid liquidated damages as of the date when an Event has been cured by the Commission; and Company shall be paid within three (v3) comply in all material respects with days following the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered date on which such Event has been cured by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplementedCompany. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statement, the Company shall file as soon as reasonably practicable an additional Registration Statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s 's fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestors. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statement. In the event a Holder desires to include in any such registration statement all or any part of the Registrable Securities held by such Holder, the Holder shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of securities, all upon the terms and conditions set forth herein.

Company Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders Purchasers holding an aggregate of at least a majority 75% of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its best commercially reasonable efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). . Notwithstanding anything to the contrary set forth in this Section 1, in the event the Commission does not permit the Company to register all of the Registrable Securities in the initial registration statement referenced in this Section 1.2(a) because of the Commission’s application of Rule 415 (ba “415 Notice”), the Company shall, within 5 days of receipt of the 415 Notice, register in the initial registration statement referenced in this Section 1.2(a) the maximum number of Registrable Securities as is permitted by the Commission; provided, however, that the Registrable Securities to be included in such initial registration statement or any subsequent registration statement shall be on a pro rata basis among the Purchasers. In the event the Commission does not permit the Company to register all of the Registrable Securities in the initial registration statement, the Company shall file subsequent registration statements to register the Registrable Securities that were not registered in the initial registration statement as promptly as practicable and in a manner permitted by the Commission. The Company shall prepare and file with the Commission such amendmentsamendments (including, including without limitation, post-effective amendments, ) and supplements to the each Registration Statement as may be necessary to keep and the prospectus used in connection with each such Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Statement, which prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended is to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond , as promptly as possible, but in no event later than twenty (20) Business Days, may be necessary to any comments received from the Commission with respect to the keep each such Registration Statement or any amendment thereto and as promptly as possible provide effective at all times during the Holders true and complete copies of all correspondence from and to the Commission relating to the Effectiveness Period for such Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) , and, during such period, comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities of the Company required to be covered by the such Registration Statement during the Effectiveness Period until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the Holders seller or sellers thereof as set forth in the Registration Statement as so amended or in such prospectus as so supplemented. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statement; provided, however, by 8:30 a.m. (New York time) on the Business Day immediately following each Effective Date, the Company shall file as soon as reasonably practicable an additional Registration Statement covering with the resale of not less than SEC in accordance with Rule 424(b) under the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred Securities Act the final prospectus to be used in connection with any registration, filing or qualification of Registrable Securities with respect sales pursuant to the registrations applicable Registration Statement (whether or not such a prospectus is technically required by such rule). In the case of amendments and supplements to any Registration Statement which are required to be filed pursuant to this Agreement for each Holder(including, including (without limitation, pursuant to this Section 3(b)) all registrationby reason of the Company filing a report on Form 10-Q or Form 10-K or any analogous report under the Exchange Act, filing and qualification feesthe Company shall have incorporated such report by reference into such Registration Statement, printer’s feesif applicable, accounting fees and fees and disbursements of counsel or shall file such amendments or supplements with the Commission on the same day on which the Exchange Act report is filed which created the requirement for the Company, but excluding any brokerage Company to amend or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the supplement such Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such Holders. (eb) If at any time during Until the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable SecuritiesApplicable Date (as defined below), then the Company shall notify each Holder in writing at least fifteen not file a registration statement for the resale by any of its security holders of any of the Company’s securities or enter into any agreement providing any registration rights to any of its security holders (15other than the Purchasers). The term “Applicable Date” shall mean ninety (90) days prior to following the filing date on which the resale by the Purchasers of any registration statement under the all Registrable Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions is covered by Rule 145 promulgated under the Securities Act, one or more effective Registration Statements (iii) and each prospectus contained therein is available for use on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statement. In the event a Holder desires to include in any such registration statement all or any part of the Registrable Securities held by such Holder, the Holder shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of securities, all upon the terms and conditions set forth hereindate).

Company Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by Holders holding an aggregate of at least a majority in interest of the Registrable Securities on a fully diluted basisthen outstanding) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause Subject to the Registration Statement to become effective and remain effective as provided herein. The terms of this Agreement, the Company shall use its reasonable best efforts to cause the a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as soon promptly as possible andafter the filing thereof, but in any event, by event no later than the applicable Effectiveness Date. The Company , and shall use its best efforts to keep the such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate of the Company) (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the within the time constraints proscribed by Rule 424 of the Securities Act, after the effective date of such Registration Statement, file a final Prospectus with the Commission if so required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus (if required) as foresaid shall be deemed an Event under Section 2(d). (b) The Company shall prepare and file with Notwithstanding the registration obligations set forth in Section 2(a), if the Commission such amendmentsinforms the Company that all of the Registrable Securities cannot, including post-effective amendmentsas 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 may be necessary to keep required by the Registration Statement continuously effective as to Commission, covering the applicable maximum number of Registrable Securities for permitted to be registered by the Effectiveness Period and prepare and file with the Commission Commission, on Form S-1 or such additional Registration Statements as necessary in order other form available to register for resale under the Registrable Securities Act as a secondary offering, subject to the provisions of Section 2(e); provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplementedSEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) If during Notwithstanding any other provision of this Agreement and subject to the Effectiveness Periodpayment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement shall reduce or eliminate any securities to be included by any Person other than a Holder. In the event of a cutback hereunder, the Company shall give the Holder at any time exceeds 100% least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. Anything herein to the contrary notwithstanding, in no event may the Registrable Securities included for registration in the Initial Registration Statement be fewer than the amount of Shares issued to the Holders on the Initial Closing Date, as same may be increased pursuant to the Transaction Documents. (d) If: (i) a Registration Statement is not filed on or prior to its Filing Date) (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the number date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of shares of Common Stock then registered in the a Registration Statement, the Company shall fails to file as soon as reasonably practicable an additional a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement covering within twenty (20) calendar days after the resale receipt of not less than comments by or notice from the number of Commission that such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred amendment is required in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement order for each Holder, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed such Registration Statement to Holders and their counsel at least two be declared effective, or (2iv) Business Days before filing for their review and comment. The Company agrees that any such a Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition registering for resale all of the Registrable Securities owned is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of thirty (30) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) Trading Day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or thirty (30) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such Holdersdate) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the aggregate (not to exceed 6% of the aggregate, in total) purchase price paid by such Holder pursuant to the Purchase Agreement for the Registrable Securities. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (e) If at any time during the Effectiveness Period there Form S-3 is not an effective Registration Statement covering all available for the registration of the resale of Registrable SecuritiesSecurities hereunder, then the Company shall notify each Holder in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under register the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statement. In the event a Holder desires to include in any such registration statement all or any part resale of the Registrable Securities held by on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such Holderform is available, the Holder shall within ten (10) days after the above-described notice from the Company, so notify provided that the Company shall maintain the effectiveness of the Registration Statement then in writing, including effect until such time as a Registration Statement on Form S-3 covering the number of such Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed has been declared effective by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of securities, all upon the terms and conditions set forth hereinCommission.

Company Registration. (a) On or prior to the Filing Date, Date the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may beS-1, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders Investors holding an aggregate of at least a majority 75% of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its best commercially reasonable efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until for a period of 12 months, unless all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare and file with the Commission such amendments, including post-effective amendments, pay to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all Investors a fee of 3% per month of the Registrable Securities; Investors’ investment, payable in cash or shares of Common Stock (at the Company’s sole discretion), for every thirty (30) day period up to a maximum of 18%, (i) following the Filing Date that the registration statement has not been filed and (ii) cause following the related prospectus Effectiveness Date that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to be amended pay any such liquidated damages if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or supplemented releases issued or actions taken by any required prospectus supplement, and as so supplemented or amended to be filed the Commission pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission its authority with respect to “Rule 415”, and the Registration Statement or any amendment thereto and as promptly as possible provide Company registers at such time the Holders true and complete copies maximum number of all correspondence from and to shares of Common Stock permissible upon consultation with the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 staff of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with provided, further, that the provisions Company shall not be obligated to pay any liquidated damages at any time following the one year anniversary of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplementedfinal Closing Date. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestors. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities) and will afford each Investor an opportunity to include in such registration statement all or part of the Registrable Securities held by such Investor. In the event a Holder an Investor desires to include in any such registration statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.

Company Registration. (ai) On or prior to the Filing Date, the The Company shall prepare and file with the Commission SEC, within three business days after the date hereof, a Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 or, if the Company is so eligible, registration statement on Form S-3 (except if the Company is not then eligible to register for resale "REGISTRATION STATEMENT") covering the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders holding an aggregate of at least a majority of the Registrable resale of the Shares and the Warrant Shares under the Securities on a fully diluted basisAct. (ii) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared become effective under as promptly as possible, and remain effective during the Securities Act as soon as possible and, in any event, by period from the Effectiveness Date. The Company shall use its best efforts to keep date the Registration Statement continuously is declared effective under (the Securities Act "EFFECTIVE DATE") until the earlier of (A) the second anniversary of the Effective Date, or (B) the date on which all Registrable Securities covered by such Registration Statement Shares and Warrant Shares have been sold or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144(such period, as determined by the counsel to case may be, the Company (the “Effectiveness Period”"REGISTRATION PERIOD"). (biii) The During the Registration Period, the Company shall shall: (A) prepare and file with the Commission SEC such amendments, including post-effective amendments, amendments and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to during the applicable Registrable Securities for the Effectiveness Registration Period and prepare and file to comply with the Commission such additional Registration Statements as necessary in order to register for resale under provisions of the Securities Act all of the Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission with respect to the Registration Statement sale or other disposition of the Shares and the Warrant Shares by the Purchaser or any amendment thereto other member of the Purchaser Group, and as promptly as possible provide the Holders true and complete copies of all correspondence from and furnish to the Commission relating Purchaser any such supplement or amendment prior to it being used and/or filed with the Registration Statement; SEC; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (vB) comply in all material respects with the provisions of the Securities Act and applicable to the Exchange Act Company with respect to the disposition of all Registrable Securities securities covered by the Registration Statement; (C) furnish to the Purchaser (1) such number of copies (including manually executed and conformed copies) of the Registration Statement during and of each amendment thereof and supplement thereto (including all annexes, appendices, schedules and exhibits), (2) such number of copies of the Effectiveness Period prospectus used in accordance connection with the intended methods Registration Statement (including each preliminary prospectus, any summary prospectus and the final prospectus and including prospectus supplements), and (3) such number of disposition copies of other documents, if any, incorporated by the Holders thereof set forth reference in the Registration Statement or prospectus, in each case as so amended or in such prospectus as so supplemented.the Purchaser may reasonably request; (cD) If during notify the Effectiveness PeriodPurchaser promptly and, if requested by the number of Registrable Securities at Purchaser, confirm such notification in writing, (1) when a prospectus or any time exceeds 100% prospectus supplement has been filed with the SEC and when the Registration Statement or any post-effective amendment thereto has been filed with and declared effective by the SEC, (2) of the number issuance by the SEC of shares any stop order or the coming to its knowledge of Common Stock then registered in the Registration Statementinitiation of any proceedings for that purpose, (3) of the receipt by the Company shall file as soon as reasonably practicable an additional Registration Statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities notification with respect to the registrations pursuant suspension of the qualification of any of the Shares or the Warrant Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (4) of the occurrence of any event that requires the making of any changes to this Agreement for each Holderthe Registration Statement or related prospectus so that such documents will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, including in light of the circumstances under which they were made, not misleading (without limitationand the Company shall promptly prepare and furnish to the Purchaser, upon request, a reasonable number of copies of a supplemented or amended prospectus such that, as thereafter delivered to the purchasers of the Shares or the Warrant Shares, such prospectus 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, in light of the circumstances under which they are made, not misleading), and (5) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating 's determination that the filing of a post-effective amendment to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject necessary or appropriate; and, upon the receipt of any notice from the Company of the occurrence of any event of the kind described in this Section 7.1(a)(iii)(D)(2), (3) (but only with respect to the review jurisdiction suspending qualification), (4) or (5), (I) the Purchaser shall forthwith discontinue any offer and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such Holders. (e) If at any time during Shares and the Effectiveness Period there is not an effective Warrant Shares pursuant to the Registration Statement covering all of the Registrable Securitiessuch Shares and Warrant Shares and, then the Company shall notify each Holder in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statement. In the event a Holder desires to include in any such registration statement all or any part of the Registrable Securities held by such Holder, the Holder shall within ten (10) days after the above-described notice from the Company, if so notify the Company in writing, including the number of such Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed directed by the Company, shall deliver to the Company all copies (other than permanent file copies) of the defective prospectus covering such Holder Shares and Warrant Shares that are then in the Purchaser's possession or control, and (II) the Company shall, as promptly as practicable thereafter (subject, in the case of Section 7.1(a)(iii)(D)(4), to the provisions of Section 7.1(d)), take such action as shall nevertheless be necessary to remedy such event to permit the Purchaser to continue to have offer and dispose of the right Shares and the Warrant Shares, including, without limitation, preparing and filing with the SEC and furnishing to include the Purchaser a supplement or amendment to such prospectus so that, as thereafter deliverable to the purchasers of the Shares and the Warrant Shares, such prospectus will not contain any Registrable Securities untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (E) use its best efforts to register or qualify the Shares and the Warrant Shares covered by such Registration Statement under and to the extent required by such other securities or state blue sky laws of such jurisdictions as the Purchaser shall request, and do any and all other acts and things that may be necessary under such securities or blue sky laws to enable the Purchaser to consummate the public sale or other disposition in such jurisdictions of the Shares and the Warrant Shares owned by the Purchaser, except that the Company shall not for any such purpose be required to qualify to do business as a foreign corporation in any subsequent registration statement jurisdiction wherein it is not so qualified or registration statements as may submit to liability for state or local taxes where it would not otherwise be filed liable for such taxes; (F) if requested by the Company Purchaser, promptly incorporate in a prospectus supplement or post-effective amendment such information as is required by the applicable rules and regulations of the SEC and as the Purchaser specifies should be included therein relating to the terms of the sale of the Shares and the Warrant Shares, including, without limitation, information with respect to the number of Shares and Warrant Shares being sold by the Purchaser or any other member of the Purchaser Group, the name and description of the Purchaser or such other member of the Purchaser Group, the offering price of such Shares and Warrant Shares and any other terms of the offering of securitiesthe Shares and the Warrant Shares by the Purchaser or such other member of the Purchaser Group; and make all required filings of such prospectus supplement or post-effective amendment promptly after notification of the matters to be incorporated in such prospectus supplement or post-effective amendment; (G) use its best efforts to obtain the consent or approval of each governmental agency or authority, whether federal, state or local, that may be required to effect such registration or the offering or sale in connection therewith or to enable the Purchaser and any other member of the Purchaser Group to offer, or to consummate the disposition of, the Shares and the Warrant Shares; (H) furnish to the Purchaser on a timely basis and at the Company's expense, certificates free of any restrictive legends representing ownership of the Shares or Warrant Shares sold in such denominations and registered in such names as the Purchaser shall request, and notify the transfer agent of the Company's securities that it may effect transfers of the Shares and the Warrant Shares upon notification from the Purchaser that it has complied with this Agreement and the prospectus delivery requirements of the Securities Act; and (I) comply with all upon applicable rules and regulations of the terms SEC, and conditions set forth hereinmake generally available to its securityholders, as soon as practicable but in any event not later than 18 months after the Effective Date, an earning statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder).

Company Registration. (a) On or prior to the Filing Date, Date the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may beS-1, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders Investors holding an aggregate of at least a majority 75% of the Registrable Securities on a fully diluted basis) substantially the “"Plan of Distribution” " attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its best commercially reasonable efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “"Effectiveness Period”"). (b) The Company shall prepare and file with the Commission such amendments, including post-effective amendments, pay to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all Investors a fee of 1% per month of the Registrable Securities; Investors' investment, payable in cash, for every thirty (30) day period up to a maximum of 10%, (i) following the Filing Date that the registration statement has not been filed and (ii) cause following the related prospectus Effectiveness Date that the registration statement has not been declared effective; provided however, that the Company shall not be obligated to be amended pay any such liquidated damages if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or supplemented releases issued or actions taken by any required prospectus supplement, and as so supplemented or amended to be filed the Commission pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission its authority with respect to "Rule 415", and the Registration Statement or any amendment thereto and as promptly as possible provide Company registers at such time the Holders true and complete copies maximum number of all correspondence from and to shares of Common Stock permissible upon consultation with the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 staff of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with provided, further, that the provisions Company shall not be obligated to pay any liquidated damages for its failure to file a registration statement on or before the Filing Date at any time following the one year anniversary of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplementedfinal Closing Date. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s 's fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestors. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities) and will afford each Investor an opportunity to include in such registration statement all or part of the Registrable Securities held by such Investor. In the event a Holder an Investor desires to include in any such registration statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.

Company Registration. (a) On or prior to the Filing Date, Date the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form Form S-3 in accordance herewith) and shall contain (unless otherwise directed by Holders Investors holding an aggregate of at least a majority 75% of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Datepossible. The Company shall use its best commercially reasonable efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until for a period of 12 months, unless all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare and file with the Commission such amendments, including post-effective amendments, to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplemented. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (dc) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestors. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statement. In the event a Holder desires to include in any such registration statement all or any part of the Registrable Securities held by such Holder, the Holder shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of securities, all upon the terms and conditions set forth herein.

Company Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders Investors holding an aggregate of at least a majority 75% of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its best efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare pay to Investors a fee of two (2%) percent per month of the Purchasers’ investment, payable in cash, on the Filing Date and file with the Effectiveness Date if the registration obligations set forth herein have not been met, and pro- rata for each month, or partial month, in excess of the Filing Date and/or the Effectiveness Date that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to pay any such liquidated damages if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or releases issued or actions taken by the Commission such amendments, including post-effective amendments, to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission its authority with respect to “Rule 415”, provided the Registration Statement or any amendment thereto and as promptly as possible provide Company registers at such time the Holders true and complete copies maximum number of all correspondence from and to shares of Common Stock permissible upon consultation with the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 staff of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplemented. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the HoldersInvestors. The Company shall also pay for the services of one (1) counsel or advisor, for all LendersInvestors, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such Holders. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities. In the event a Holder an Investor desires to include in any such registration statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.

Company Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders Investors holding an aggregate of at least a majority 75% of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its reasonable best efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare pay to Investors a fee of 2% per month of the Investors’ investment, payable in cash, for every thirty (30) day period up to a maximum of 16%, (i) following the Filing Date that the registration statement has not been filed and file with (ii) following the Commission Effectiveness Date that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to pay any such amendments, including post-effective amendments, to liquidated damages if (i) the Registration Statement as Registrable Securities that would other be covered by the registration statement may be necessary sold without the requirement to keep the Registration Statement continuously effective as be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale Rule 144 under the Securities Act all of the Registrable Securities; or (ii) cause the related prospectus Company is unable to be amended fulfill its registration obligations as a result of rules, regulations, positions or supplemented releases issued or actions taken by any required prospectus supplement, and as so supplemented or amended to be filed the Commission pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission its authority with respect to “Rule 415”, and the Registration Statement or any amendment thereto and as promptly as possible provide Company registers at such time the Holders true and complete copies maximum number of all correspondence from and to shares of Common Stock permissible upon consultation with the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 staff of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplemented. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestors. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities. In the event a Holder an Investor desires to include in any such registration statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.

Company Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415, subject to any limitations as may be imposed on the Company by the Commission under rule 415 provide that if any caps are impacted the Subject Shares will be registered first and then to the extent permitted. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders Investors holding an aggregate of at least a majority 100% of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its reasonable best efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare pay to Investors a fee of 2% per month, pro rata daily, of the Investors’ investment, payable in cash, for every thirty (30) day period (i) following the Filing Date that the registration statement has not been filed and file with (ii) following the Commission Effectiveness Date that the registration statement has not been declared effective; provided, however, that such amendmentsfees shall cease to accrue on the six (6) month anniversary of the Closing date and provided further, including post-effective amendments, that the Company shall not be obligated to pay any such liquidated damages if (i) the Registration Statement as Registrable Securities that would other be covered by the registration statement may be necessary sold without the requirement to keep the Registration Statement continuously effective as be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale Rule 144 under the Securities Act all of the Registrable Securities; or (ii) cause the related prospectus Company is unable to be amended fulfill its registration obligations as a result of rules, regulations, positions or supplemented releases issued or actions taken by any required prospectus supplement, and as so supplemented or amended to be filed the Commission pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission its authority with respect to “Rule 415”, and the Registration Statement or any amendment thereto and as promptly as possible provide Company registers at such time the Holders true and complete copies maximum number of all correspondence from and to shares of Common Stock permissible upon consultation with the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 staff of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplemented. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestors. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities). In the event a Holder an Investor desires to include in any such registration statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.

Company Registration. (a) On or prior to the Filing Date, Date the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may beS-1, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders Investors holding an aggregate of at least a majority 75% of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its best commercially reasonable efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until for a period of 12 months, unless all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare and file with the Commission such amendments, including post-effective amendments, pay to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all Investors a fee of one percent (1%) per month of the Registrable Securities; Investors’ investment, payable in cash, for every thirty (30) day period up to a maximum of ten percent (10%), (i) following the Filing Date that the registration statement has not been filed and (ii) cause following the related prospectus Effectiveness Date that the registration statement has not been initially declared effective; provided, however, that the Company shall not be obligated to be amended pay any such liquidated damages if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or supplemented releases issued or actions taken by any required prospectus supplement, and as so supplemented or amended to be filed the Commission pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission its authority with respect to “Rule 415”, and the Registration Statement or any amendment thereto and as promptly as possible provide Company registers at such time the Holders true and complete copies maximum number of all correspondence from and to shares of Common Stock permissible upon consultation with the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 staff of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with provided, further, that the provisions Company shall not be obligated to pay any liquidated damages at any time following the one year anniversary of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplementedTrigger Date. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestors. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement registration statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities) and will afford each Investor an opportunity to include in such registration statement all or part of the Registrable Securities held by such Investor. In the event a Holder an Investor desires to include in any such registration statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein. (f) Investor agrees that upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 1.3(f)(ii) through (iv), Investor will forthwith discontinue disposition of such Registrable Securities pursuant to a registration statement hereunder until it is advised in writing by the Company that the use of the applicable prospectus (as it may have been supplemented or amended) may be resumed. (g) Investor covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a registration statement.

Company Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders holding an aggregate of at least a majority 75% of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its best efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare and file with the Commission such amendments, including post-effective amendments, to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related prospectus Prospectus to be amended or supplemented by any required prospectus Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus Prospectus as so supplemented. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each Holder, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the HoldersHolder. The Company shall also pay for the services of one (1) counsel or advisor, for all LendersHolders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders Holder and their its counsel at least two (2) Business Days business days before filing for their review and comment. The Company agrees that any it will accept all such Registration Statement shall comments and changes unless such comments and changes would reasonably be subject expected to the review and reasonable comment result in a violation of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such Holdersapplicable securities laws. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or and (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities. In the event a the Holder desires to include in any such registration statement all or any part of the Registrable Securities held by such Holder, the Holder shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein. In the event the Company files a registration statement on Form S-1 in connection with an uplisting of the ordinary shares to Nasdaq, the Effective Date shall be delayed upon mutual agreement of the Company and the Holder in order to make any necessary amendments to the Registration Statement.

Company Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form S-1 or, if the Company is so eligible, on Form S-3 F-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may beF-1, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by Holders holding an aggregate of at least a majority in interest of the Holders of Registrable Securities on a fully diluted basisthen outstanding) substantially the “Plan of Distribution” attached hereto as Annex A. The Subject to the terms of this Agreement, the Company shall cause the a Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as soon promptly as possible andafter the filing thereof, but in any event, by event no later than the applicable Effectiveness Date. The Company , and shall use its best efforts to keep the such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) commencing thirty-six (36) months after the Initial Closing Date, may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which such securities were issued or are issuable, were at no time held by any Affiliate of the Company) (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Business Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Business Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Business Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Business Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d) hereof. (b) The Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company shall prepare 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 file with the Commission such amendments, including post-effective amendments, amendments to the Initial Registration Statement as may be necessary to keep required by the Registration Statement continuously effective as to Commission, covering the applicable maximum number of Registrable Securities for permitted to be registered by the Effectiveness Period and prepare and file with the Commission Commission, on Form F-1 or such additional Registration Statements as necessary in order other form available to register for resale under the Registrable Securities Act as a secondary offering, subject to the provisions of Section 2(e); provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplementedSEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) If during Notwithstanding any other provision of this Agreement and subject to the Effectiveness Periodpayment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities at to be registered on such Registration Statement will be reduced as follows: a. First, the Company shall reduce or eliminate any time exceeds 100% securities to be included by any Person other than a Holder; b. Second, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Dividend Shares held by such Holders) fir with respect to the Warrant Shares issuable upon exercise of the Warrants issued on the Subsequent Closing Date and thereafter the Initial Closing Date; and c. Third, the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of shares unregistered Conversion Shares held by such Holders). In the event of Common Stock then a cutback hereunder, the Company shall give the Holder at least five (5) Business Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form F-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company shall fails to file as soon as reasonably practicable an additional a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement covering within twenty (20) Business Days after the resale receipt of not less than comments by or notice from the number of Commission that such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred amendment is required in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement order for each Holder, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed such Registration Statement to Holders and their counsel at least two be declared effective, or (2iv) Business Days before filing for their review and comment. The Company agrees that any such a Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition registering for resale all of the Registrable Securities owned is not declared effective by such Holders. (e) If at any time during the Commission by the Effectiveness Period there is not an Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement covering ceases for any reason to remain continuously effective as to all of Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, then the Company shall notify each Holder in writing at least for more than fifteen (15) calendar days prior or more than an aggregate of thirty (30) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to the filing as an “Event”, and for purposes of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements clauses (i) on Form S-4 or S-8 and (or any successor or substantially similar formiv), or the date on which such Event occurs, and for purpose of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, clause (ii) otherwise relating to any employeethe date on which such five (5) Business Day period is exceeded, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or and for purpose of clause (iii) the date which such twenty (20) day period is exceeded, and for purpose of clause (v) the date on which such fifteen (15) or thirty (30) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any registration form which does other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not permit secondary sales or does have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not include substantially as a penalty, equal to 2% of the same information as would be required to be included in a Registration Statement. In the event a aggregate purchase price paid by such Holder desires to include in any such registration statement all or any part of for the Registrable Securities held by Holder for the first such Holder, Event Date and each thirty (30) day anniversary of such Event Date on each such Subsequent Event Date. If the Holder shall Company fails to pay any partial liquidated damages pursuant to this Section in full within ten (10) seven days after the above-described notice date payable, the Company will pay interest thereon at a rate of 15% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the Companydate such partial liquidated damages are due until such amounts, so notify plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the Company in writing, including terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the number cure of such Registrable Securities such Holder wishes to include in such registration statementan Event. If a Holder decides not to include all The foregoing liquidated damages shall be payable regardless of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company ’s compliance with respect to the offering of securities, all upon the terms Section 2(b) and conditions set forth herein2(c) above.

Company Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders Sellers holding an aggregate of at least a majority 75% of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its reasonable best efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company 144 (the “Effectiveness Period”). (b) The Company shall prepare and file with In the event the Commission such amendments, including post-effective amendments, requires the Company to cut back the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable number of Registrable Securities for included in the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be registration statement filed pursuant to Section 1.2(a) pursuant to Rule 424 (or any similar provisions then in force) promulgated under 415, the Securities Act; (iii) respond Company shall prepare, and, as promptly soon as possible, practicable but in no event later than twenty the later of (20i) Business Days, to any comments received the date sixty (60) days after the date substantially all of the Registrable Securities registered under the immediately preceding registration statement are sold and (ii) the date six (6) months from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement immediately preceding registration statement is declared effective by the Commission; and (v) comply in all material respects , file with the provisions Commission an additional registration statement on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) covering the resale of all of the Registrable Securities not previously registered on a registration statement hereunder and shall contain (unless otherwise directed by Sellers holding an aggregate of at least 75% of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. To the extent the Commission does not permit the Registrable Securities not previously registered on a registration statement hereunder to be registered on an additional registration statement, the Company shall file additional registration statements successively trying to register on each such additional registration statement the maximum number of remaining Registrable Securities until all Registrable Securities have been registered with the Commission. The Company shall cause such additional registration statement(s) to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause such additional registration statement(s) to be declared effective under the Securities Act as soon as possible and, in any event, by the ninetieth (90th) day after the earlier to occur of (I) the date such additional registration statement has been declared effective by the Commission and (II) the date such additional registration statement is required to be filed pursuant to this Section 1.2(b). The Company shall use its reasonable best efforts to keep such additional registration statement(s) continuously effective under the Securities Act during the Effectiveness Period. Any reference in this Registration Rights Agreement to a “registration statement” shall refer to any registration statement filed pursuant to Section 1.2(a) or this Section 1.2(b). (c) The Company shall use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a registration statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify each Seller who holds Registrable Securities being sold of the issuance of such order and the Exchange Act resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose. (d) The Company shall pay to Sellers a fee of 1% per month of the Sellers’ investment, payable in cash, for every thirty (30) day period (pro rated for periods totaling less than thirty (30) days) up to a maximum of 6%, (i) following the Filing Date that the registration statement has not been filed, (ii) following the Effectiveness Date that the registration statement has not been declared effective and (iii) on any day after the date the applicable registration statement has been declared effective by the Commission, sales of all of the Registrable Securities required to be included on such registration statement cannot be made pursuant to such registration statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by a trading market, a failure to keep such registration statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such registration statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock); provided, however, that the Company shall not be obligated to pay any such liquidated damages if (i) the Registrable Securities that would other be covered by the registration statement have been sold or may be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) or (ii) the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or releases issued or actions taken by the Commission requiring the Company to cut back the number of securities to be included in a registration statement pursuant to its authority with respect to “Rule 415”, and the disposition Company registers at such time the maximum number of all shares of Common Stock permissible upon consultation with the staff of the Commission and, in the event that the number of Registrable Securities covered by is reduced on accordance with staff objection, unless an Seller gives written notice to the Registration Statement during Company to the Effectiveness Period contrary, priority shall be given to the registration of the maximum number of shares of Common Stock on a pro-rata basis in accordance with the intended methods registration of disposition Registrable Securities held by each Seller. The payments to which a holder shall be entitled pursuant to this Section 1.2(d) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the Holders thereof earlier of (I) the dates set forth in above and (II) the third business day after the event or failure giving rise to the Registration Statement as so amended or Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such prospectus as so supplementedRegistration Delay Payments shall bear interest at the rate of 1 % per month (prorated for partial months) until paid in full. (ce) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (df) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderSeller, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersSellers. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statement. In the event a Holder desires to include in any such registration statement all or any part of the Registrable Securities held by such Holder, the Holder shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of securities, all upon the terms and conditions set forth herein.

Company Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders Investors holding an aggregate of at least a majority 60% of the Registrable Securities on a fully diluted basisan “as converted” and “as exercised” basis including the approval of the Lead Investor) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its reasonable best efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare pay to Investors a fee of 2% per month of the Investors’ investment, payable in cash, for every thirty (30) day period up to a maximum of 12%, (i) following the Filing Date that the registration statement has not been filed and file with (ii) following the Commission Effectiveness Date that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to pay any such amendments, including post-effective amendments, to liquidated damages if (i) the Registration Statement as Registrable Securities that would otherwise be covered by the registration statement may be necessary sold without the requirement to keep the Registration Statement continuously effective as be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale Rule 144 under the Securities Act all of the Registrable Securities; or (ii) cause the related prospectus Company is unable to be amended fulfill its registration obligations as a result of rules, regulations, positions or supplemented releases issued or actions taken by any required prospectus supplement, and as so supplemented or amended to be filed the Commission pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission its authority with respect to “Rule 415”, and the Registration Statement or any amendment thereto and as promptly as possible provide Company registers at such time the Holders true and complete copies maximum number of all correspondence from and to shares of Common Stock permissible upon consultation with the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 staff of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplemented. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestors. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities. In the event a Holder an Investor desires to include in any such registration statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.

Company Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders holding an aggregate , subject to the provisions of at least a majority Section 2(e)). Subject to the terms of this Agreement, the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as soon promptly as possible andafter the filing thereof, but in any event, by event no later than the applicable Effectiveness Date. The Company , and shall use its best efforts to keep the such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold sold, thereunder or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company 144 (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, within the time constraints proscribed by Rule 424 of the Securities Act, file a final Prospectus with the Commission if so required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus (if required) as foresaid shall be deemed an Event under Section 2(d). (b) The Company shall prepare and file with Notwithstanding the registration obligations set forth in Section 2(a), if the Commission such amendmentsinforms the Company that all of the Registrable Securities cannot, including post-effective amendmentsas 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 may be necessary to keep required by the Registration Statement continuously effective as to Commission, covering the applicable maximum number of Registrable Securities for permitted to be registered by the Effectiveness Period and prepare and file with the Commission Commission, on Form S-1 or such additional Registration Statements as necessary in order other form available to register for resale under the Registrable Securities Act as a secondary offering, subject to the provisions of Section 2(e); provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplementedSEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) If during Notwithstanding any other provision of this Agreement and subject to the Effectiveness Periodpayment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: i. First, the Company shall reduce or eliminate any securities to be included by any Person other than a Holder; ii. Second, the Company shall reduce Registrable Securities represented by Dividend Shares (applied, in the case that some Dividend Shares may be registered, to the Holders on a pro rata basis based on the total number of Dividend Shares held by such Holders); iii. Third, the Company shall reduce Registrable Securities represented by Preemptive Shares (applied, in the case that some Preemptive Shares may be registered, to the Holders on a pro rata basis based on the total number of Preemptive Shares held by such Holders); and iv. Fourth, the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of Conversion Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at any time exceeds 100% least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the number date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of shares of Common Stock then registered in the a Registration Statement, the Company shall fails to file as soon as reasonably practicable an additional a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement covering within twenty (20) Business Days after the resale receipt of not less than comments by or notice from the number of Commission that such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred amendment is required in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement order for each Holder, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed such Registration Statement to Holders and their counsel at least two be declared effective, or (2iv) Business Days before filing for their review and comment. The Company agrees that any such a Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition registering for resale all of the Registrable Securities owned is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than fifteen (15) calendar days or more than an aggregate of thirty (30) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such twenty (20) day period is exceeded, and for purpose of clause (v) the date on which such fifteen (15) or thirty (30) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such Holdersdate) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to one-half percent (0.5%) of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for the Registrable Securities held by Holder on each such Event Date. The maximum aggregate liquidated damages payable to a Holder pursuant to this Section 2(d) shall be 10% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 16% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (e) If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. (f) If, at any time during the Effectiveness Period Period, there is not an effective Registration Statement covering all of the Registrable SecuritiesSecurities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall notify deliver to each Holder in writing at least a written notice of such determination and, if within fifteen (15) days prior to after the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities date of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form)delivery of such notice, or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such planHolder shall so request in writing, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statement. In the event a Holder desires to Company shall include in any such registration statement all or any part of the Registrable Securities held by such Holder, the Holder shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder wishes requests to be registered, subject to the provisions set forth below in this Section 3(f), provided however, that notwithstanding any other provisions of this Section 2(g), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on such Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of the Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced according to the cut-back provisions provided for in Section 2(c). The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3(f) before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. If any applicable registration statement under this Section 3(f) involves an underwritten offering of the Company’s equity securities, the Company shall not be required to include any of the Registrable Securities of a Holder in such underwriting unless such Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Company will promptly so advise each Holder of Registrable Securities that has requested registration, and will include in such registration: first, Company securities which the Company desires to include in such registration statement. If a Holder decides not to include all of its registration; and second, Registrable Securities in any registration statement thereafter filed by requested to be included therein, allocated pro rata among the Company, such Holder shall nevertheless continue to have the right to include any holders of Registrable Securities in any subsequent registration statement or registration statements as may be filed by based on the Company number of Registrable Securities with respect to which each such holder has requested registration (provided, that in no event shall the Registrable Securities included in such offering be less than 30% of securitiesthe Registrable Securities requested to be included in such offering by the Holders thereof); and third, all upon other securities requested to be included in such registrations, allocated pro rata among the terms and conditions set forth hereinholders thereof based on the number of such other securities with respect to which such holder has requested registration; in each case until the aggregate number of securities included in such registration is equal to the number thereof that, in the opinion of such managing underwriter, can be sold without adversely affecting the marketability thereof.

Company Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by the Holders holding an aggregate of at least a majority in interest of the Registrable Securities on a fully diluted basisthen outstanding) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause Subject to the Registration Statement to become effective and remain effective as provided herein. The terms of this Agreement, the Company shall use its reasonable best efforts to cause the a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as soon promptly as possible andafter the filing thereof, but in any event, by event no later than the applicable Effectiveness Date. The Company , and shall use its best efforts to keep the such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate of the Company) (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, within the time constraints proscribed by Rule 424 of the Securities Act, file a final Prospectus with the Commission if so required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus (if required) as foresaid shall be deemed an Event under Section 2(d). (b) The Company shall prepare and file with Notwithstanding the registration obligations set forth in Section 2(a), if the Commission such amendmentsinforms the Company that all of the Registrable Securities cannot, including post-effective amendmentsas 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 may be necessary to keep required by the Registration Statement continuously effective as to Commission, covering the applicable maximum number of Registrable Securities for permitted to be registered by the Effectiveness Period and prepare and file with the Commission Commission, on Form S-1 or such additional Registration Statements as necessary in order other form available to register for resale under the Registrable Securities Act as a secondary offering, subject to the provisions of Section 2(e); provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplementedSEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) If during Notwithstanding any other provision of this Agreement and subject to the Effectiveness Periodpayment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included by any Person other than a Holder; b. Second, the Company shall reduce Registrable Securities represented by Interest Shares (applied, in the case that some Interest Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Interest Shares held by such Holders); and c. Third, the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at any time exceeds 100% least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the number date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of shares of Common Stock then registered in the a Registration Statement, the Company shall fails to file as soon as reasonably practicable an additional a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement covering within twenty (20) Business Days after the resale receipt of not less than comments by or notice from the number of Commission that such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred amendment is required in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement order for each Holder, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed such Registration Statement to Holders and their counsel at least two be declared effective, or (2iv) Business Days before filing for their review and comment. The Company agrees that any such a Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition registering for resale all of the Registrable Securities owned is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than fifteen (15) calendar days or more than an aggregate of thirty (30) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such twenty (20) day period is exceeded, and for purpose of clause (v) the date on which such fifteen (15) or thirty (30) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such Holdersdate) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for the Registrable Securities held by Holder on each such Event Date. The maximum aggregate liquidated damages payable to a Holder pursuant to this Section 2(d) shall be 10% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 16% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (e) If at any time during the Effectiveness Period there Form S-3 is not an effective Registration Statement covering all available for the registration of the resale of Registrable SecuritiesSecurities hereunder, then the Company shall notify each Holder in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under register the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statement. In the event a Holder desires to include in any such registration statement all or any part resale of the Registrable Securities held by on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such Holderform is available, the Holder shall within ten (10) days after the above-described notice from the Company, so notify provided that the Company shall maintain the effectiveness of the Registration Statement then in writing, including effect until such time as a Registration Statement on Form S-3 covering the number of such Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed has been declared effective by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of securities, all upon the terms and conditions set forth hereinCommission.

Company Registration. (a) On or prior If (but without any obligation to the Filing Date, do so) the Company shall prepare and file with the Commission proposes to register (including for this purpose a Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 or, if registration effected by the Company is so eligible, on Form S-3 (except if for shareholders other than the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewithHolders) and shall contain (unless otherwise directed by Holders holding an aggregate any of at least a majority of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective stock under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare and file with the Commission such amendments, including post-effective amendments, to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplemented. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statement, the Company shall file as soon as reasonably practicable an additional Registration Statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification the public offering of Registrable Securities with respect such securities (other than a registration relating solely to the registrations pursuant sale of securities to this Agreement for each Holder, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage participants in a Company stock plan or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned transaction covered by such Holders. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder in writing at least fifteen (15) days prior to the filing of any registration statement Rule 145 under the Securities Act, a registration in connection with a public offering of shares of which the only stock being registered is Common Stock (includingissuable upon conversion of debt securities which are also being registered, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding or any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the sale of the Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration (a “Company Notice”). In connection with a Qualified IPO, the event Company shall give each holder a Holder desires to include in any second written notice of such registration statement in accordance with Section 3.5 as soon as reasonably practicable setting forth the Company’s good faith estimate, based on the advice of the Company’s underwriters, of the preliminary range of prices at which shares are expected to be sold in the Qualified IPO (a “Second Company Notice”), if the Company Notice does not include such a preliminary range of prices. Upon the written request of each Holder given within 20 days after mailing of the Company Notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of subsection (b) below, use commercially reasonable efforts to cause to be registered under the Securities Act all or any part of the Registrable Securities held by that each such HolderHolder has requested to be registered; provided, however, that in connection with a Qualified IPO for which there is a Second Company Notice, each Holder wishing to include shares of Common Stock in the Holder Qualified IPO shall within ten (10) days have until the close of business on the 5th day after the above-described notice from Company’s mailing of the Company, so notify the Second Company in writing, including Notice to specify the number of such Registrable Securities such Holder holder wishes to include in such registration statementthe Qualified IPO. If a Holder decides not Notwithstanding the foregoing, if, in the good faith discretion of one or more executive officers of the Company, it would be advantageous to the Company to extend the time period for Holders to notify the Company of their intention to include all of its Registrable Securities in any registration statement thereafter filed a public offering to be undertaken by the Company, such executive officer(s) may elect to extend the time for Holders to notify the Company to a date and time deemed appropriate by such executive officer(s). (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company (subject to the proviso set forth in the following sentence). If the total amount of securities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) provided, however that in no event shall (i) the amount of Registrable Securities of the selling Holders included in the offering be reduced below 33% of the total amount of securities included in such offering, unless such offering is the Qualified IPO, in which case, the selling shareholders may be entirely excluded if the underwriters make the determination described above and no other shareholder’s securities are included; and (ii) notwithstanding (i) above, any Registrable Securities held by any Holder be excluded until all securities held by any selling shareholder other than a Holder have first been entirely excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the affiliates, Affiliated Funds, partners, retired partners and shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall nevertheless continue be deemed to be a single “selling shareholder,” and any pro-rata reduction with respect to such “selling shareholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling shareholder,” as defined in this sentence. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include any Registrable Securities securities in any subsequent such registration. The expenses of such registration statement or registration statements as may shall be filed borne by the Company Company, in accordance with respect to the offering of securities, all upon the terms and conditions set forth hereinSection 1.7 hereof.

Company Registration. (a) On or prior Parent shall use its best efforts to cause the Filing DateRegistrable Securities to be registered under the Securities Act so as to permit the resale thereof, the Company and in connection therewith shall prepare and file with the Commission SEC within 30 days following the date of this Agreement a Registration Statement registration statement on Form S-3 covering the Registrable Securities Securities; provided, however, if Parent shall furnish to Company a certificate signed by the an executive officer of Parent stating that, in the good faith judgment of the Board of Directors of Parent, it would be seriously detrimental to Parent or its stockholders for an offering registration statement to be filed within such 30 day period, then Parent's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the date of this Agreement. Parent represents to Seller that, as of the date of this Agreement, it is not aware of any event, occurrence or expected event or occurrence, that would cause the filing of the registration statement contemplated by the preceding sentence to be deferred. The offerings made on a continuous basis pursuant to Rule 415. The Registration Statement such registration shall not be on Form S-1 or, if underwritten. (b) Parent shall (i) prepare and file with the Company is so eligible, on Form S-3 (except if SEC the Company is not then eligible registration statement in accordance with Section 2 hereof with respect to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders holding an aggregate of at least a majority of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable best efforts to cause the Registration Statement such registration statement to be declared become effective under the Securities Act as soon promptly as possible and, in any event, by the Effectiveness Date. The Company shall use its best efforts practicable after filing and to keep such registration statement effective until the Registration Statement continuously effective under sooner to occur of (A) the Securities Act until date on which all Registrable Securities covered by included within such Registration Statement registration statement have been sold or may be sold without (B) the requirement to be in compliance with Rule 144(c)(1expiration of 15 days after the day on which such registration statement has been declared effective; (ii) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare and file with the Commission SEC such amendments, including post-effective amendments, amendments to such registration statement and amendments or supplements to the Registration Statement prospectus used in connection therewith as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the sale or other disposition of all securities registered by such registration statement; (iii) furnish to Company such number of copies of any prospectus (including any amended or supplemented prospectus) in conformity with the requirements of the Securities Act, and such other documents, as Company may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the registration statement to remain effective; (iv) use its best efforts to register or qualify the Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplemented. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statement, the Company shall file as soon as reasonably practicable an additional Registration Statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement for each Holder, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such Holders. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, securities or blue sky laws of such jurisdictions as Company shall reasonably request (provided that Parent shall not be required in connection with therewith or as a public offering condition thereto to qualify to do business or to file a general consent to service of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statement. In the event a Holder desires to include process in any such registration statement jurisdiction where it has not been qualified), and do any and all other acts or any part of things which may be necessary or advisable to enable Company to consummate the Registrable Securities held by such Holder, the Holder shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number public sale or other disposition of such Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the jurisdictions; (v) notify Company, such Holder promptly after it shall nevertheless continue to have receive notice thereof, of any problems or delay with the right to include any Registrable Securities in any subsequent filing of the registration statement or with the registration statements as may be filed by statement becoming effective; and (vi) notify Company, promptly after it shall receive notice thereof, of the Company with respect date and time the registration statement and each post-effective amendment thereto has become effective or a supplement to the offering any prospectus forming a part of securities, all upon the terms and conditions set forth hereinsuch registration statement has been filed.

Company Registration. (a) On or prior to the Filing Date, Date the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may beS-1, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders Investors holding an aggregate of at least a majority 75% of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The registration statement may cover securities of the Company other than the Registrable Securities held by persons other than the Investors. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its best commercially reasonable efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until for a period of 12 months, unless all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare and file with the Commission such amendments, including post-effective amendments, pay to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all Investors a fee of one percent (1%) per month of the Registrable Securities; Investors’ investment, payable in cash, for every thirty (30) day period up to a maximum of ten percent (10%), (i) following the Filing Date that the registration statement has not been filed and (ii) cause following the related prospectus Effectiveness Date that the registration statement has not been initially declared effective; provided, however, that the Company shall not be obligated to be amended pay any such liquidated damages if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or supplemented releases issued or actions taken by any required prospectus supplement, and as so supplemented or amended to be filed the Commission pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission its authority with respect to “Rule 415”, and the Registration Statement or any amendment thereto and as promptly as possible provide Company registers at such time the Holders true and complete copies maximum number of all correspondence from and to shares of Common Stock permissible upon consultation with the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 staff of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with provided, further, that the provisions Company shall not be obligated to pay any liquidated damages at any time following the one year anniversary of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplementedTrigger Date. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestors. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement registration statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities) and will afford each Investor an opportunity to include in such registration statement all or part of the Registrable Securities held by such Investor. In the event a Holder an Investor desires to include in any such registration statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein. (f) Investor agrees that upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 1.3(f)(ii) through (iv), Investor will forthwith discontinue disposition of such Registrable Securities pursuant to a registration statement hereunder until it is advised in writing by the Company that the use of the applicable prospectus (as it may have been supplemented or amended) may be resumed. (g) Investor covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a registration statement.

Company Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement resale registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement resale registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders Investors holding an aggregate of at least a majority 60% of the Registrable Securities on a fully diluted an “as converted” and “as exercised” basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its reasonable best efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare pay to the Investors a fee of one (1%) percent per month of the aggregate Stated Value (as defined in the Certificate of Designation of Preferences, Rights and file with Limitations of 0% Series L Convertible Preferred Stock of the Series L Preferred Shares payable in cash, up to a maximum of six (6%) percent, if on the Filing Date and/or the Effectiveness Date the registration obligations set forth herein have not been met, and pro- rata for each month, or partial month, in excess of the Filing Date and/or the Effectiveness Date that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to pay any such liquidated damages if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or releases issued or actions taken by the Commission such amendments, including post-effective amendments, to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission its authority with respect to the Registration Statement “Rule 415” or any amendment thereto and as promptly as possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective other rules, regulations, positions or releases issued or actions taken by the Commission; and (v) comply in all material respects , provided the Company registers at such time the maximum number of shares of Common Stock permissible upon consultation with the provisions staff of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplemented. (c) Commission. If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (dc) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestors. (ed) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities. In the event a Holder an Investor desires to include in any such registration statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.

Company Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a registration statement (the “Registration Statement Statement”) covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration Registration Statement shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders Investors holding an aggregate of at least a majority 75% of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Date, or not effective with the SEC prior to the Effectiveness Date, the Company will make payments to the Investor, as liquidated damages and not as a penalty, in an amount equal to one (1.0%) pecent of the amount of the Investor’s investment held by the Investor at the time such payment obligation arises (and provided such shares are not otherwise salable pursuant to Rule 144), for each thirty (30) day period (or pro rata for any portion thereof) following the Filing Date or Effectiveness Date, as applicable, provided that in no event shall the aggregate liquidated damages paid pursuant to this Section 1.2(b) exceed six (6%) percent. Such payments shall constitute the Seller’s exclusive remedy for such occurrences. Such payments shall be made to Investor in cash or Common Stock no later than thirty (30) days following the end of each thirty (30) day period, at Company’s option, and in the event payment is made in Common Stock, such issuances shall be based upon the 30 day VWAP (as reported on Bloomberg) for the Common Stock through the date that is one (1) day prior to the date upon which such payment obligation arises. The Company shall prepare and file with not be obligated to pay any liquidated damages if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or releases issued or actions taken by the Commission such amendments, including post-effective amendments, to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission its authority with respect to Rule 415, and the Registration Statement or any amendment thereto and as promptly as possible provide Company registers at such time the Holders true and complete copies maximum number of all correspondence from and to shares of Common Stock permissible upon consultation with the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 staff of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplemented. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in on the Registration Statement, the Company shall file as soon as reasonably practicable an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestors. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities. In the event a Holder an Investor desires to include in any such registration statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any of its Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of its securities, all upon the terms and conditions set forth herein.

Company Registration. (a) On or prior to the Filing Date, Date the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may beS-1, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders Investors holding an aggregate of at least a majority 75% of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its best commercially reasonable efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until for a period of 12 months, unless all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare and file with the Commission such amendments, including post-effective amendments, pay to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all Investors a fee of 3% per month of the Registrable Securities; Investors’ investment, payable in cash or shares of Common Stock (at the Company’s sole discretion), for every thirty (30) day period up to a maximum of 10%, (i) following the Filing Date that the registration statement has not been filed and (ii) cause following the related prospectus Effectiveness Date that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to be amended pay any such liquidated damages if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or supplemented releases issued or actions taken by any required prospectus supplement, and as so supplemented or amended to be filed the Commission pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission its authority with respect to “Rule 415”, and the Registration Statement or any amendment thereto and as promptly as possible provide Company registers at such time the Holders true and complete copies maximum number of all correspondence from and to shares of Common Stock permissible upon consultation with the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 staff of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with provided, further, that the provisions Company shall not be obligated to pay any liquidated damages at any time following the one year anniversary of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplementedfinal Closing Date. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestors. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities) and will afford each Investor an opportunity to include in such registration statement all or part of the Registrable Securities held by such Investor. In the event a Holder an Investor desires to include in any such registration statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.

Company Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders Investors holding an aggregate of at least a majority 75% of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its reasonable best efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare pay to Investors a fee of one (1%) percent per month of the Purchasers’ investment, payable in cash, up to a maximum of six (6%) percent, on the Filing Date and file with the Effectiveness Date if the registration obligations set forth herein have not been met, and pro- rata for each month, or partial month, in excess of the Filing Date and/or the Effectiveness Date that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to pay any such liquidated damages if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or releases issued or actions taken by the Commission such amendments, including post-effective amendments, to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission its authority with respect to “Rule 415”, provided the Registration Statement or any amendment thereto and as promptly as possible provide Company registers at such time the Holders true and complete copies maximum number of all correspondence from and to shares of Common Stock permissible upon consultation with the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 staff of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplemented. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestors. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities. In the event a Holder an Investor desires to include in any such registration statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.

Company Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders holding an aggregate of at least a majority of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its best efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare and file with the Commission such amendments, including post-effective amendments, to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related prospectus Prospectus to be amended or supplemented by any required prospectus Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus Prospectus as so supplemented. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each Holder, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the HoldersHolder. The Company shall also pay for the services of one (1) counsel or advisor, for all LendersPurchasers, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders Holder and their its counsel at least two (2) Business Days business days before filing for their review and comment. The Company agrees that any it will accept all such Registration Statement shall comments and changes unless such comments and changes would reasonably be subject expected to the review and reasonable comment result in a violation of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such Holdersapplicable securities laws. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities. In the event a the Holder desires to include in any such registration statement all or any part of the Registrable Securities held by such Holder, the Holder shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein. In the event the Company files a registration statement on Form S-1 in connection with an uplisting of the Common Stock to Nasdaq, the Effective Date shall be delayed upon mutual agreement of the Company and the Holder in order to make any necessary amendments to the Registration Statement.

Company Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders holding an aggregate of at least a majority of the Registrable Securities on a fully diluted basisMajority Investors defined in Section 3.3) then outstanding) substantially the “"Plan of Distribution” " attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its reasonable best efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “"Effectiveness Period”"). (b) The Company shall prepare pay to Investors a fee of 1% per month of the Investors' investment, payable in cash, for every thirty (30) day period up to a maximum of 6 %, (i) following the Filing Date that the registration statement has not been filed and file with (ii) following the Commission Effectiveness Date that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to pay any such amendments, including post-effective amendments, to liquidated damages if (i) the Registration Statement as Registrable Securities that would otherwise be covered by the registration statement may be necessary sold without the requirement to keep the Registration Statement continuously effective as be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale Rule 144 under the Securities Act all of the Registrable Securities; or (ii) cause the related prospectus Company is unable to be amended fulfill its registration obligations as a result of rules, regulations, positions or supplemented releases issued or actions taken by any required prospectus supplement, and as so supplemented or amended to be filed the Commission pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission its authority with respect to "Rule 415", and the Registration Statement or any amendment thereto and as promptly as possible provide Company registers at such time the Holders true and complete copies maximum number of all correspondence from and to shares of Common Stock permissible upon consultation with the staff of the Commission relating to (assuming in each case, the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 cash basis exercise of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplementedWarrants). (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable after receiving written notice from holders of a majority of the Registrable Securities not registered an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses reasonably incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s 's fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestors. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities. In the event a Holder an Investor desires to include in any such registration statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.

Company Registration. (a) On or prior to the Filing Date, Date the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 S1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may beS-I, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders Investors holding an aggregate of at least a majority 75% of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its best commercially reasonable efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until for a period of 12 months, unless all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare and file with the Commission such amendments, including post-effective amendments, pay to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all Investors a fee of 3% per month of the Registrable Securities; Investors’ investment, payable in cash or shares of Common Stock (at the Company’s sole discretion), for every thirty (30) day period up to a maximum of 18%, (i) following the Filing Date that the registration statement has not been filed and (ii) cause following the related prospectus Effectiveness Date that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to be amended pay any such liquidated damages if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or supplemented releases issued or actions taken by any required prospectus supplement, and as so supplemented or amended to be filed the Commission pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission its authority with respect to “Rule 415”, and the Registration Statement or any amendment thereto and as promptly as possible provide Company registers at such time the Holders true and complete copies maximum number of all correspondence from and to shares of Common Stock permissible upon consultation with the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 staff of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with provided, further, that the provisions Company shall not be obligated to pay any liquidated damages at any time following the one year anniversary of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplementedfinal Closing Date. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestors. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including.(including, but not limited to, ‘registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities) and will afford each Investor an opportunity to include in such registration statement all or part of the Registrable Securities held by such Investor. In the event a Holder an Investor desires to include in any such registration statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of ofthe securities, all upon the terms and conditions set forth herein.

Company Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by the Holders holding an aggregate of at least a majority in interest of the Registrable Securities on a fully diluted basisthen outstanding) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause Subject to the Registration Statement to become effective and remain effective as provided herein. The terms of this Agreement, the Company shall use its reasonable best efforts to cause the a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as soon promptly as possible andafter the filing thereof, but in any event, by event no later than the applicable Effectiveness Date. The Company , and shall use its best efforts to keep the such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate of the Company) (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, within the time constraints proscribed by Rule 424 of the Securities Act, after the effective date of such Registration Statement, file a final Prospectus with the Commission if so required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus (if required) as foresaid shall be deemed an Event under Section 2(d). (b) The Company shall prepare and file with Notwithstanding the registration obligations set forth in Section 2(a), if the Commission such amendmentsinforms the Company that all of the Registrable Securities cannot, including post-effective amendmentsas 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 may be necessary to keep required by the Registration Statement continuously effective as to Commission, covering the applicable maximum number of Registrable Securities for permitted to be registered by the Effectiveness Period and prepare and file with the Commission Commission, on Form S-1 or such additional Registration Statements as necessary in order other form available to register for resale under the Registrable Securities Act as a secondary offering, subject to the provisions of Section 2(e); provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplementedSEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) If during Notwithstanding any other provision of this Agreement and subject to the Effectiveness Periodpayment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities at to be registered on such Registration Statement will be reduced as follows: a. First, the Company shall reduce or eliminate any time exceeds 100% securities to be included by any Person other than a Holder other than Persons who have existing registration rights granted by the Company prior to the date hereof which such Persons shall have priority over the rights of the Holders hereunder; b. Second, the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of shares of Common Stock then registered unregistered Conversion Shares held by such Holders); c. Third, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company shall fails to file as soon as reasonably practicable an additional a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement covering within twenty (20) calendar days after the resale receipt of not less than comments by or notice from the number of Commission that such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred amendment is required in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement order for each Holder, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed such Registration Statement to Holders and their counsel at least two be declared effective, or (2iv) Business Days before filing for their review and comment. The Company agrees that any such a Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition registering for resale all of the Registrable Securities owned is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than fifteen (15) calendar days or more than an aggregate of thirty (30) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such twenty (20) day period is exceeded, and for purpose of clause (v) the date on which such fifteen (15) or thirty (30) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such Holdersdate) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for the Registrable Securities held by Holder on each such Event Date. The maximum aggregate liquidated damages payable to a Holder pursuant to this Section 2(d) shall be 6% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (e) If at any time during the Effectiveness Period there Form S-3 is not an effective Registration Statement covering all available for the registration of the resale of Registrable SecuritiesSecurities hereunder, then the Company shall notify each Holder in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under register the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statement. In the event a Holder desires to include in any such registration statement all or any part resale of the Registrable Securities held by on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such Holderform is available, the Holder shall within ten (10) days after the above-described notice from the Company, so notify provided that the Company shall maintain the effectiveness of the Registration Statement then in writing, including effect until such time as a Registration Statement on Form S-3 covering the number of such Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed has been declared effective by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of securities, all upon the terms and conditions set forth hereinCommission.

Company Registration. (a) On or prior to the each Filing Date, Date the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on SB-2 or Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 SB-2 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders holding an aggregate of at least a majority in interest of the Registrable Securities on Purchasers) a fully diluted basis) substantially the “"Plan of Distribution” attached hereto " in a customary form that is reasonably acceptable to the Company and the Majority Purchasers (as Annex A. defined in Section 4.2 below). The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon promptly as possible andafter the filing thereof, but in any event, by event no later than the Effectiveness Date. The Company shall use its best efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until the date which is the earliest to occur of: (i) the date that is 18 months after the date such registration statement is declared effective by the Commission or (ii) the date of which all Registrable Securities covered by such Registration Statement have been sold (the "Effectiveness Period"). The Company shall promptly issue a press release to notify all holders or may be sold without Registrable Securities of the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144effectiveness of a Registration Statement within one Trading Day that the Company receives notification of the effectiveness of the Registration Statement from the Commission. The Company shall, as determined soon as practicable after the Effective Date (as defined in the Purchase Agreement), file a final Prospectus with the Commission as required by the counsel to the Company (the “Effectiveness Period”)Rule 424. (b) The Except in accordance with Section 1.9 hereof, if: (i) the registration statement is not filed on or prior to the Filing Date; or (ii) the Company shall prepare and fails to file with the Commission such amendments, including post-effective amendments, to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities a request for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period acceleration in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplemented. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statement, the Company shall file as soon as reasonably practicable an additional Registration Statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement for each Holder, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such Holders. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review (provided the filed Registration Statement otherwise complies with the Act); or (iii) on any registration form which does not permit secondary sales a Registration Statement filed or does not include substantially the same information as would be required to be included in filed hereunder is not declared effective by the Commission by its Effectiveness Date; or (iv) after the Effectiveness Date, a Registration Statement. In Statement ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the event a Holder desires Holders are otherwise not permitted to include in utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days), (any such registration statement all failure or breach being referred to as an "Event", and for purposes of clause (i) or (iii) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (vv) the date on which such 10 or 40 calendar day period, as applicable, is exceeded, each being referred being referred to as "Event Date"), then, in addition to any part other rights the Purchasers may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Purchaser an amount in cash, as partial liquidated damages and not as a penalty, an amount equal to 1.0% of the Registrable Securities held aggregate purchase price paid by such HolderPurchaser pursuant to the Purchase Agreement, the Holder shall within ten (10) days after the above-described notice from the Companyup to a maximum of 6.0%, so notify the Company in writing, including the number of during which such Registrable Securities Event continues uncured. While such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the CompanyEvent continues, such Holder liquidated damages shall nevertheless continue to have be paid not less often than every thirty (30) days. Any unpaid liquidated damages as of the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed date when an Event has been cured by the Company with respect to shall be paid within three (3) business days following the offering of securities, all upon the terms and conditions set forth herein.date on which such Event has been cured by

Company Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall only cover the resale of the Registrable Securities, no other securities shall be permitted to be registered on the Registration Statement. The Registration Statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders holding an aggregate of at least a majority of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause Subject to the Registration Statement to become effective and remain effective as provided herein. The terms of this Agreement, the Company shall use its reasonable best efforts to cause the a Registration Statement to be declared effective under the Securities Act as soon promptly as possible andafter the filing thereof, but in any event, by event prior to the applicable Effectiveness Date. The Company , and shall use its reasonable best efforts to keep the such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction volume restrictions, notice or limitation manner of sale requirements pursuant to Rule 144, including without limitation 144(i), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Transfer Agent and the affected Holders that such securities may be sold without registration and may be issued without legends thereon (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b). (b) The If: (i) the Registration Statement is not filed on or prior to its Filing Date (if the Company files the Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall prepare and be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such amendmentsRegistration Statement will not be “reviewed” or will not be subject to further review, including postor (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendmentsamendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 15 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) as to, in the aggregate among all Holders on a pro-rata basis based on their purchase of the Securities pursuant to the Purchase Agreement, a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Registration Statement, or (v) all of the Registrable Securities are not registered for resale pursuant to one or more effective Registration Statements on or before the Effectiveness Date (except as may be limited by the Commission pursuant to its authority with respect to “Rule 415”), or (vi) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of 20 calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clause (i), (iv) and (v) the date on which such Event occurs, and for purpose of clause (ii) the date on which such five Trading Day period is exceeded, and for purpose of clause (iii) the date which such 10 calendar day period is exceeded, and for purpose of clause (vi) the date on which such 10 or 20 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by such Holder, up to a maximum of 24% of the Purchase Price of such Purchaser’s Notes. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. Notwithstanding the foregoing, the Company shall not be required to make any payments pursuant to this Section if an Event occurred at such time that all Registrable Securities are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act; provided, further, that the Company shall not be required to make any payments pursuant to this Section with respect to any Registrable Securities the Company is unable to register due to limits imposed by the SEC Guidance on Rule 415 under the Securities Act. (c) Notwithstanding the registration obligations set forth in this Section, 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 Registration Statement as may be necessary to keep required by the Registration Statement continuously effective as to Commission, covering the applicable maximum number of Registrable Securities for permitted to be registered by the Effectiveness Period and prepare and file with the Commission Commission, on Form S-3 or such additional Registration Statements as necessary in order other form available to register for resale under the Registrable Securities Act as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (d) Notwithstanding any other provision of disposition by this Agreement, if the Holders thereof set Commission or any SEC Guidance sets forth in a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as so amended a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in such prospectus writing by a Holder as so supplemented. (c) If during the Effectiveness Periodto its Registrable Securities, the number of Registrable Securities at any time exceeds 100% of to be registered on such Registration Statement will be reduced by Registrable Securities represented by Conversion Shares, as defined in the Note (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of shares unregistered Conversion Shares held by such Holders. In the event of Common Stock then registered in the Registration Statementa cutback hereunder, the Company shall file as soon as reasonably practicable an additional Registration Statement covering give the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement for each Holder, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel Holder at least two (2) Business 5 Trading Days before filing for their review and comment. The Company agrees that any prior written notice along with the calculations as to such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersHolder’s allotment. (e) If at any time during In the Effectiveness Period there is not an effective Registration Statement covering all event of the Registrable Securitiesa cutback hereunder, then the Company shall notify each give the Holder in writing at least fifteen five (155) days Trading Days prior written notice along with the calculations as to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration StatementHolder’s allotment. In the event a Holder desires the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its reasonable best efforts to include file with the Commission, as promptly as allowed by the Commission or SEC Guidance provided to the Company or to registrants of securities in any general, one or more registration statements on Form S-3 or such registration statement all or any part of the other form available to register for resale those Registrable Securities held by such Holderthat were not registered for resale on the Initial Registration Statement, the Holder shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of securities, all upon the terms and conditions set forth hereinamended.

Company Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders holding an aggregate of at least a majority of the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause Subject to the Registration Statement to become effective and remain effective as provided herein. The terms of this Agreement, the Company shall use its reasonable best efforts to cause the a Registration Statement to be declared effective under the Securities Act as soon promptly as possible andafter the filing thereof, but in any event, by event prior to the applicable Effectiveness Date. The Company , and shall use its reasonable best efforts to keep the such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction volume restrictions, notice or limitation manner of sale requirements pursuant to Rule 144, including without limitation 144(i), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Transfer Agent and the affected Holders that such securities may be sold without registration and may be issued without legends thereon (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b). (b) The If: (i) the Registration Statement is not filed on or prior to its Filing Date (if the Company files the Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall prepare and be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such amendmentsRegistration Statement will not be “reviewed” or will not be subject to further review, including postor (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendmentsamendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 15 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) as to, in the aggregate among all Holders on a pro-rata basis based on their purchase of the Securities pursuant to the Purchase Agreement, a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Registration Statement, or (v) all of the Registrable Securities are not registered for resale pursuant to one or more effective Registration Statements on or before the Effectiveness Date (except as may be limited by the Commission pursuant to its authority with respect to “Rule 415”), or (vi) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of 20 calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clause (i), (iv) and (v) the date on which such Event occurs, and for purpose of clause (ii) the date on which such five Trading Day period is exceeded, and for purpose of clause (iii) the date which such 10 calendar day period is exceeded, and for purpose of clause (vi) the date on which such 10 or 20 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by such Holder, up to a maximum of 24% of the Purchase Price of such Purchaser’s Notes. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. Notwithstanding the foregoing, the Company shall not be required to make any payments pursuant to this Section if an Event occurred at such time that all Registrable Securities are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act; provided, further, that the Company shall not be required to make any payments pursuant to this Section with respect to any Registrable Securities the Company is unable to register due to limits imposed by the SEC Guidance on Rule 415 under the Securities Act. (c) Notwithstanding the registration obligations set forth in this Section, 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 Registration Statement as may be necessary to keep required by the Registration Statement continuously effective as to Commission, covering the applicable maximum number of Registrable Securities for permitted to be registered by the Effectiveness Period and prepare and file with the Commission Commission, on Form S-3 or such additional Registration Statements as necessary in order other form available to register for resale under the Registrable Securities Act as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (d) Notwithstanding any other provision of disposition by this Agreement, if the Holders thereof set Commission or any SEC Guidance sets forth in a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as so amended a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in such prospectus writing by a Holder as so supplemented. (c) If during the Effectiveness Periodto its Registrable Securities, the number of Registrable Securities at any time exceeds 100% of to be registered on such Registration Statement will be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of shares of Common Stock then registered unregistered Warrant Shares held by such Holders), and second by Registrable Securities represented by Conversion Shares (applied, in the Registration Statementcase that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders. In the event of a cutback hereunder, the Company shall file as soon as reasonably practicable an additional Registration Statement covering give the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement for each Holder, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel Holder at least two (2) Business 5 Trading Days before filing for their review and comment. The Company agrees that any prior written notice along with the calculations as to such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersHolder’s allotment. (e) If at any time during In the Effectiveness Period there is not an effective Registration Statement covering all event of the Registrable Securitiesa cutback hereunder, then the Company shall notify each give the Holder in writing at least fifteen five (155) days Trading Days prior written notice along with the calculations as to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration StatementHolder’s allotment. In the event a Holder desires the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its reasonable best efforts to include file with the Commission, as promptly as allowed by the Commission or SEC Guidance provided to the Company or to registrants of securities in any general, one or more registration statements on Form S-3 or such registration statement all or any part of the other form available to register for resale those Registrable Securities held by such Holderthat were not registered for resale on the Initial Registration Statement, the Holder shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of securities, all upon the terms and conditions set forth hereinamended.

Company Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders holding an aggregate of at least a majority of the Registrable Securities on a fully diluted basisInvestor) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its reasonable best efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). (b) The Company shall prepare and file with the Commission such amendments, including post-effective amendments, pay to the Registration Statement as Investor a fee equal to 1% of the Investor’s investment, payable in cash, for every thirty (30) day period, up to a maximum of 12%, (i)following the Filing Date that the registration statement has not been filed and (ii) following the Effectiveness Date that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to pay any such liquidated damages if (i) the Registrable Securities that would other be covered by the registration statement may be necessary sold without the requirement to keep the Registration Statement continuously effective as be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale Rule 144 under the Securities Act all of the Registrable Securities; or (ii) cause the related prospectus Company is unable to be amended fulfill its registration obligations as a result of rules, regulations, positions or supplemented releases issued or actions taken by any required prospectus supplement, and as so supplemented or amended to be filed the Commission pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission its authority with respect to “Rule 415”, and the Registration Statement or any amendment thereto and as promptly as possible provide Company registers at such time the Holders true and complete copies maximum number of all correspondence from and to shares of Common Stock permissible upon consultation with the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 staff of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplemented. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestor. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities. In the event a Holder an Investor desires to include in any such registration statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.

Company Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders holding an aggregate of at least a majority of the Registrable Securities on a fully diluted basisMajority Investors (as defined in Section 3.3) then outstanding) substantially the “"Plan of Distribution” " attached hereto as Annex A. The Company shall cause the Registration Statement registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its reasonable best efforts to keep the Registration Statement registration statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement registration statement have been sold sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “"Effectiveness Period”"). (b) The Company shall prepare pay to Investors a fee of 1% per month of the Investors' investment, payable in cash, for every thirty (30) day period up to a maximum of 6 %, (i) following the Filing Date that the registration statement has not been filed and file with (ii) following the Commission Effectiveness Date that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to pay any such amendments, including post-effective amendments, to liquidated damages if (i) the Registration Statement as Registrable Securities that would otherwise be covered by the registration statement may be necessary sold without the requirement to keep the Registration Statement continuously effective as be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale Rule 144 under the Securities Act all of the Registrable Securities; or (ii) cause the related prospectus Company is unable to be amended fulfill its registration obligations as a result of rules, regulations, positions or supplemented releases issued or actions taken by any required prospectus supplement, and as so supplemented or amended to be filed the Commission pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments received from the Commission its authority with respect to "Rule 415", and the Registration Statement or any amendment thereto and as promptly as possible provide Company registers at such time the Holders true and complete copies maximum number of all correspondence from and to shares of Common Stock permissible upon consultation with the staff of the Commission relating to (assuming in each case, the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 cash basis exercise of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such prospectus as so supplementedWarrants). (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in the Registration Statementa registration statement, the Company shall file as soon as reasonably practicable after receiving written notice from holders of a majority of the Registrable Securities not registered an additional Registration Statement registration statement covering the resale of not less than the number of such Registrable Securities. (d) The Company shall bear and pay all costs and expenses reasonably incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Agreement Section 1.2 for each HolderInvestor, including (without limitation) all registration, filing and qualification fees, printer’s 's fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Holders. The Company shall also pay for the services of one (1) counsel or advisor, for all Lenders, to review the Registration Statement. The Company covenants it will provide the proposed Registration Statement to Holders and their counsel at least two (2) Business Days before filing for their review and comment. The Company agrees that any such Registration Statement shall be subject to the review and reasonable comment of such counsel who shall, if requested, have a reasonable opportunity to participate in the preparation of such documents in order to facilitate the disposition of the Registrable Securities owned by such HoldersInvestors. (e) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Holder Investor in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statementregistration statement covering the resale of the Registrable Securities. In the event a Holder an Investor desires to include in any such registration statement all or any part of the Registrable Securities held by such HolderInvestor, the Holder Investor shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities such Holder Investor wishes to include in such registration statement. If a Holder an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Company such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.