Common use of Mandatory Registration Clause in Contracts

Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.

Mandatory Registration. The Company shall prepare and(i) by the thirtieth (30th) calendar day following the Initial Closing and (ii) by the twentieth (20th) calendar day following each Mandatory Tranche Closing or Optional Tranche Closing (such date with respect to each such Closing, as soon as practicable, but in no event later than the “Filing Deadline, Date”) file with the Commission an initial a Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable SecuritiesSecurities underlying the Notes and Warrants issued at the applicable Closing. The Investor Each Holder and Legal Counsel its counsel shall have a reasonable opportunity to review and comment upon each such Registration Statement and any amendment or amendment to such Registration Statement supplement thereto and any related prospectus prior to its filing with the Commission, and the Company shall give due consideration to all reasonable comments of the Holders. The Investor Each Holder shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the cause each such Registration Statement or amendment and any amendments thereto to be declared effective by the Commission prior to as soon as reasonably practicable after its filing, but in any case no later than the Effectiveness DeadlineDeadline for such Registration Statement. Subject to Allowable Grace Periods The Company shall request effectiveness of a Registration Statement as of no later than 5:00 p.m. (as defined herein below)New York City time) on a Trading Day. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement that the Company confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall use reasonable best efforts to keep the each Registration Statement continuously effective pursuant to Rule 415 promulgated under the Securities Act and available for sales the resale by the Holders of all of the Registrable Securities at all times covered thereby until the date as of on which the Investor no longer owns any Holders shall have sold all the Registrable Securities covered thereby (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.

Mandatory Registration. The No later than December 31, 1999, (the "FILING DEADLINE"), the Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, and file with the Commission an initial SEC a Registration Statement or Registration Statements (as is necessary) on Form S-1 or S-3S-3 (or, or if such form is unavailable for such a registration, on such other form or forms as may be reasonably acceptable is available for such a registration, subject to the Investor consent of each Buyer and Legal Counselthe provisions of Section 2(e), which consent will not be unreasonably withheld), covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor Securities and Legal Counsel no other Securities of any kind by any person or entity, which Registration Statement(s) shall have a reasonable opportunity to review and comment upon state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from stock splits, stock dividends or amendment to such similar transactions. Such Registration Statement shall initially register for resale 1,000,000 shares of Common Stock, subject to adjustment as provided in Section 3(b), and any related prospectus prior such registered shares of Common Stock shall be allocated among the Investors pro rata based on the total number of Registrable Securities issued or issuable as of each date that a Registration Statement, as amended, relating to its filing with the Commission. The Investor shall furnish all information reasonably requested resale of the Registrable Securities is declared effective by the Company for inclusion thereinSEC. The Company shall use its reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to SEC within one hundred and twenty (120) days after the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities Filing Deadline (the “Registration Period”"REGISTRATION DEADLINE"). The Registration Statement Company shall permit the registration statement to become effective within five (including any amendments or supplements thereto and prospectuses contained therein5) shall not contain any untrue statement business days after receipt of a material fact or omit to state a material fact required to be stated therein, or necessary to make "no review" notice from the statements therein, in light of SEC. In the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) event that the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, SEC by the Registration Deadline then the Company shall pay a penalty to Purchaser or its designee an amount each Buyer equal to $10,000 2% of the purchase price for Common Stock purchased by each Investor and still held by each Buyer for each thirty (30) day following period beyond the Filing Registration Deadline or Effectiveness Deadline, as applicable, until that the Registration Statement has been filed with is not declared effective by the Commission SEC (the "REGISTRATION DEADLINE PENALTY"). The Registration Deadline Penalty shall be immediately payable by the Company on demand by the Investor in either cash or Common Stock of the Registration Statement has been declared effective, as applicableCompany at the election of the Company upon delivery to the Company of a notice of such default by the Investor.

Mandatory Registration. The Company shall prepare prepare, and, as soon as practicable, but in no event later than on or prior to the date that is one (1) Business Day after the Closing Date (the “Filing DeadlineDate”), file with the Commission an initial SEC a Registration Statement on Form S-1 or S-3F-3 (the “Form F-3 Shelf”) or, or such other form or forms as may be reasonably acceptable if the Company is ineligible to use a Form F-3 Shelf, a Registration Statement on Form F-1 (the Investor “Form F-1 Shelf,” and Legal Counseltogether with the Form F-3 Shelf (and any Subsequent Shelf Registration), the “Shelf”) covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor Shelf prepared pursuant hereto shall register for resale the number of Registrable Securities determined as of the Business Day prior to the Filing Date (the “Filing Determination Date”). Not later than ten Business Days prior to the anticipated Filing Determination Date, the Company shall provide written notice to the Holders of such anticipated Filing Determination Date. Each Holder shall provide such information as is required by Section 4(a) not later than the fifth Business Day after receipt of such notice from the Company. The Company shall use its commercially reasonable best efforts to have the Shelf declared effective by the SEC as soon as reasonably practicable, subject to Section 3 hereof. The Shelf shall provide for the resale of Registrable Securities from time to time, and Legal Counsel pursuant to any method or combination of methods legally available to, and requested by, any Holder, which may include underwritten marketed offerings, underwritten block trades, registered broker trades, or any other method of distribution elected by any such Holder. The Company shall have use its best efforts to maintain the Shelf in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep such Shelf effective and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. From time to time, the Holders may, by written notice to the Company, request that an amount of additional Registrable Securities be registered on the Shelf. Upon receipt of such notice, the Company shall prepare, and, as soon as reasonably practicable, file with the SEC a reasonable opportunity post-effective amendment to review and comment upon such the Registration Statement or amendment to on Form F-3 covering the resale of all of such Registration Statement and any related prospectus prior to its filing with additional Registrable Securities. In the Commission. The Investor shall furnish all information reasonably requested by event the Company for inclusion therein. The files a Form F-1 Shelf, the Company shall use its reasonable best efforts to have convert the Registration Statement or amendment declared effective by the Commission prior Form F-1 Shelf (and any Subsequent Shelf Registration) to the Effectiveness Deadline. Subject to Allowable Grace Periods (a Form F-3 Shelf as defined herein below), soon as practicable after the Company shall is eligible to use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicableForm F-3.

Mandatory Registration. The (a) Within thirty (30) days after the Closing (or, if the date that is thirty (30) days after the Closing is not a business day, the next business day immediately following such date), the Company shall will prepare and, as soon as practicable, but in no event later than the Filing Deadline, and file with the Commission an initial Registration Statement SEC a registration statement on Form S-1 S-3 or any successor form (except that if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on Form S-l or such other form or forms any successor form) for the purpose of registering under the Securities Act all of the Registrable Securities for resale by, and for the account of, the Holders as may be reasonably acceptable to selling stockholders thereunder (the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities“Registration Statement”). The Registration Statement shall register with permit the Commission for resale Holders to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Securities. The Investor and Legal Counsel shall have a Company agrees to use commercially reasonable opportunity efforts to review and comment upon such cause the Registration Statement or amendment to such become effective as soon as practicable (which shall include using commercially reasonable efforts to respond to any comments of the SEC in respect of the Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion thereinwithin ten (10) business days following receipt thereof). The Company shall use its reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts be required to keep the Registration Statement effective pursuant to Rule 415 promulgated under until such date that is the Securities Act and available for sales earlier of (i) the date when all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company registered thereunder shall have failed to file the Registration Statement by the Filing Deadline been sold or (ii) two (2) years after the Closing, subject to extension as set forth below (such date is referred to herein as the “Mandatory Registration Termination Date”). Thereafter, the Company shall be entitled to withdraw the Registration Statement and the Holders shall have no further right to offer or sell any of the Registrable Securities pursuant to the Registration Statement (or any prospectus relating thereto). In the event the right of the selling Holders to use the Registration Statement (and the prospectus relating thereto) is delayed or suspended pursuant to Sections 4(c) or 10 hereof, if the events described in subsection (a)(i) or (ii) have not yet occurred, the Company shall be required to extend the Mandatory Registration Termination Date by the same number of days as such delay or Suspension Period (as defined in Section 10 hereof), provided that such delay is not the result of the Holders’ failure or delay to furnish information required under Section 5 hereof. (b) Within three (3) business days after a Registration Statement that covers applicable Registrable Securities is declared effective by the Effectiveness DeadlineSEC, in each case, for any reason or no reason, then the Company shall pay deliver, or shall cause legal counsel to Purchaser or its designee an amount equal deliver, to $10,000 the transfer agent for each day following such Registrable Securities (with copies to the Filing Deadline or Effectiveness Deadline, as applicable, until the Holders whose Registrable Securities are included in such Registration Statement has been filed with the Commission or the Statement) confirmation that such Registration Statement has been declared effective, effective by the SEC in substantially the form attached hereto as applicable.Exhibit B.

Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, promptly file a Registration Statement with the Commission an initial SEC (the “Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable SecuritiesStatement”). The Registration Statement shall register with the Commission for resale all of only the Registrable Securities, and no other securities of the Company. “Registrable Securities” shall mean the Option Shares which are owned by certain existing stockholders of the Company other than officers or directors of the Company. The Investor Purchaser and Legal Counsel their counsel shall have a reasonable opportunity to review and comment upon such the Registration Statement or amendment any amendments to such the Registration Statement and any related prospectus Prospectus prior to its filing with the CommissionSEC. The Investor Purchaser shall furnish all information reasonably requested by the Company for inclusion thereinin the Registration Statement. The Company shall use its reasonable best efforts to have the Registration Statement or amendment amendments declared effective by the Commission prior to SEC at the Effectiveness Deadlineearliest possible date. Subject to Allowable Grace Periods (as defined herein below), the The Company shall use its reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended (the “1933 Act”) and available for sales of all of the Registrable Securities at all times until the earlier of (a) six (6) months after the expiration of the Option Period, or (b) the date as of upon which the Investor no longer owns any Purchaser and their designees shall have sold all of the Registrable Securities. If required by SEC Rules and Regulations in order to keep the Registrable Securities registered until the earlier of (a) six (6) months after the expiration of the Option Period, or (b) the date upon which the Purchaser and their designees shall have sold all of the Registrable Securities, the Company shall utilize its best efforts to prepare and file a new Registration Statement (the “New Registration PeriodStatement”). The Registration Statement and any New Registration Statement (including any amendments or supplements thereto and prospectuses Prospectuses contained therein) (collectively, the “Registration Documents”) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.

Mandatory Registration. The Upon the terms and subject to the conditions set forth in this Agreement, the Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial SEC within ninety (90) calendar days of the date of this Agreement a Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable SecuritiesStatement. The Registration Statement shall register with the Commission for resale all Registrable Securities and may register ordinary shares of other stockholders of the Registrable SecuritiesCompany. The Investor Stockholder and Legal Counsel his counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the CommissionSEC. The Investor Stockholder shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to SEC at the Effectiveness Deadlineearliest possible date following the filing thereof. Subject to Allowable Grace Periods (as defined herein below), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act (or any successor rule providing for offering securities on a continuous basis) and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Investor no longer owns any Stockholder may sell all of the Registrable Securities without restriction pursuant Rule 144 promulgated under the Securities Act (or successor thereto) or (ii) the date on which the Stockholder shall have sold all the Registrable Securities owned by him (the “Registration Period”). The Each of the Company and the Stockholder hereby undertakes and agrees (each with respect to the information provided by such party to be included in the Registration Statement) that the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.”

Mandatory Registration. The Company shall prepare prepare, and, as soon as practicable but in no event later than 90 days after the Closing Date (the “Filing Deadline”), file with the Commission a Registration Statement under the Act on an appropriate form covering the resale of the full amount of the Underlying Shares and the Warrant Shares (including any securities into or for which the foregoing securities have been converted or exchanged, and any security issued with respect thereto upon any stock dividend, split or similar event, the “Registrable Securities”). The Company shall use its commercially reasonable efforts to have the Registration Statement become effective under the Securities Act as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “Registration PeriodEffectiveness Deadline”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) , which shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if either (i) in the Company shall have failed to file event that the staff of the Commission (the “Staff”) does not review the Registration Statement by Statement, 105 days after the Filing Deadline Closing Date, or (ii) in the event that the Commission reviews the Registration Statement, 150 days after the Closing Date (but in any event, no later than three Business Days from the date the Staff indicates that it has no further comments on the Registration Statement). Subject to any comments from the Staff, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Purchaser shall be named as an “underwriter” in the Registration Statement is not declared effective by without the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Purchaser’s prior written consent. Such Registration Statement has been filed with also shall cover pursuant to Rule 416 such indeterminate number of additional shares of Common Stock due to changes in the Commission or number of shares of Common Stock issuable upon conversion of the Preferred Shares resulting from changes in the Conversion Price pursuant to the terms of the Certificate of Designation. Such Registration Statement has been declared effective, as applicableshall not include securities other than the Registrable Securities without the prior written consent of the Required Holders.

Mandatory Registration. (a) The Company shall prepare and, as soon promptly as practicable, but in no any event later within 120 days from the date hereof, prepare and file at the Company's sole cost and expense (other than the Filing Deadlinefees and disbursements of counsel for the Shareholder and the underwriting discounts, file if any, payable in respect of the Registrable Securities sold by the Shareholder) one "shelf" registration statement with the Securities and Exchange Commission an initial Registration Statement (the "COMMISSION") on Form S-1 or S-3, or such other the appropriate form or forms as may be reasonably acceptable pursuant to Rule 415 of the Investor and Legal Counsel, Securities Act covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel In no event shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion thereinbe required to file more than one registration statement. The Company shall will use commercially reasonable efforts through its reasonable best efforts officers, directors, auditors, and counsel to have cause such registration statement to become effective as promptly as practicable following the Registration Statement or amendment declared effective by filing thereof. (b) In the Commission prior event of a registration pursuant to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein belowSection 1(a), the Company shall use commercially reasonable best efforts to cause the Registrable Securities so registered to be registered or qualified for sale under the securities or blue sky laws of such states as the Shareholder may reasonably request to permit the resale of the Registrable Securities in such states; and do such other reasonable acts and things as may be required of it to enable such holder to consummate the disposition in such states; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this Section 1(b) in which it is not otherwise required to qualify to do business. (c) The Company shall keep effective any registration or qualification contemplated by this Section 1 and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Registration Statement effective Shareholder to complete the offer and sale of the Registrable Securities covered thereby. The Company shall keep such registration or qualification in effect until the earlier of (i) the second anniversary of the date that the registration statement was declared effective, (ii) the first date upon which the Shareholder is free to sell all such Registrable Securities under Rule 144 of the Securities Act within the volume limitations set forth in Rule 144(e) of the Securities Act, (iii) the first date upon which the Shareholder is free to sell all such Registrable Securities under Rule 144(k) of the Securities Act, or (iv) the date that the Shareholder has sold or otherwise transferred all the Registrable Securities under a registration statement, pursuant to Rule 415 promulgated 144 under the Securities Act or otherwise. (d) In the event of a registration pursuant to Section 1(a), the Company shall furnish to the Shareholder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), such reasonable number of copies of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Shareholder may reasonably request to facilitate the disposition of the Registrable Securities included in such registration. (e) In the event of a registration pursuant to Section 1(a), the Company shall furnish the Shareholder so registered with an opinion of its counsel (in form and substance reasonably acceptable to the Shareholder) to the effect that (i) the registration statement has become effective under the Securities Act and available no order suspending the effectiveness of the registration statement, preventing or suspending the use of the registration statement, any preliminary prospectus, any final prospectus, or any amendment or supplement thereto has been issued, nor has the Commission or any securities or blue sky authority of any jurisdiction instituted or to the knowledge of such counsel threatened to institute any proceedings with respect to such an order, (ii) the registration statement and each prospectus forming a part thereof (including each preliminary prospectus), and any amendment or supplement thereto, comply as to form with the Securities Act and the rules and regulations thereunder, and (iii) such counsel has no knowledge of any material misstatement or omission in such registration statement or any prospectus, as amended or supplemented. Such opinion shall also state the jurisdictions in which the Registrable Securities have been registered or qualified for sales of sale pursuant to Section 1(b). (f) The Company agrees that until all the Registrable Securities have been sold under a registration statement or pursuant to Rule 144 under the Securities Act, it shall use commercially reasonable efforts to keep current in filing all reports, statements and other materials required to be filed with the Commission to permit holders of the Registrable Securities at all times until to sell such securities under Rule 144 of the date Securities Act. (g) The Company shall notify the Shareholder promptly when such registration statement and any amendments and supplements thereto have become effective or any supplements to any prospectus forming a part of such registration statement have been filed. The Company shall notify the Shareholder promptly of the happening of any event as a result of which the Investor no longer owns any Registrable Securities (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein, therein or necessary to make the statements therein, therein not misleading in light of the circumstances in which they were madethen existing, not misleading. Notwithstanding anything and use commercially reasonable efforts to update and/or correct such prospectus as promptly as practicable by preparing a supplemental or post effective amendment to a registration statement or a supplement to the contrary stated herein, related prospectus or any document incorporated or deemed incorporated by reference and filing the same with the Commission. The Shareholder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in addition to any other remedies available at law this Section 1(g) the Shareholder will forthwith discontinue disposition of such Registrable Securities covered by such registration statement or equity or as set forth herein, in prospectus until the Purchase Agreement or otherwise, if Shareholder (i) receives copies of the supplemented or amended prospectus and has been advised in writing by the Company shall have failed to file the Registration Statement by the Filing Deadline that such supplemented or amended prospectus may be used, or (ii) the Registration Statement is not declared effective advised in writing by the Effectiveness DeadlineCompany that the use of the applicable prospectus may be resumed. If so directed by the Company, in each casethe Shareholder will deliver to the Company all copies, for any reason or no reasonother than permanent file copies, then in the Shareholder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of the notice referred to in the immediately preceding sentence. (h) The Company shall notify the Shareholder promptly of the issuance by the Commission of any stop or other order suspending the effectiveness of the registration statement. If at any time the Company shall pay receive any such order, the Company shall use commercially reasonable efforts to Purchaser obtain the withdrawal or its designee an amount equal to $10,000 for each day following lifting of such order at the Filing Deadline earliest possible time. The Shareholder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in this Section 1(h), the Shareholder will forthwith discontinue disposition of such Registrable Securities covered by any registration statement or Effectiveness Deadline, as applicable, prospectus until the Registration Statement such order has been filed withdrawn or lifted. (i) If requested by the underwriter for any underwritten offering of Registrable Securities on behalf of the Shareholder pursuant to a registration requested under Section 1(a), the Company and the Shareholder will enter into an underwriting agreement with the Commission or the Registration Statement has been declared effective, as applicable.such underwriter for

Mandatory Registration. The Company shall prepare prepare, and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial SEC the Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, S-3 covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(c). The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment prepared pursuant hereto shall register for resale at least the number of Common Shares equal to the Required Registration Amount as of the date the Registration Statement is initially filed with the SEC. The Registration Statement shall contain (except if otherwise directed by the Required Holders) the “Selling Shareholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B; provided that the Company may make any changes to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably sections as requested by the Company for inclusion thereinSEC so long as none of such changes are materially inconsistent with the form attached hereto as Exhibit B or adversely affect any Investor (including, without limitation, any restrictions on the manner of disposition). The Company shall use its commercially reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to SEC as soon as practicable, but in no event later than the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below)By 9:30 a.m. on the Business Day immediately following the Effective Date of the applicable Registration Statement, the Company shall use reasonable best efforts file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to keep the Registration Statement effective be used in connection with sales pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “such Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleadingStatement. Notwithstanding anything to the contrary stated hereincontained in this Agreement, in addition to any other remedies available at law or equity or as set forth hereinthan during an Allowable Grace Period, in the Purchase Agreement or otherwise, if (i) the Company shall have failed ensure that, when filed and at all times while effective, each Registration Statement and the prospectus used in connection with such Registration Statement will disclose (whether directly or through incorporation by reference to file other SEC filings to the extent permitted) all material information regarding the Company and its securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders. The Company shall not after the date hereof until the Effective Date of the Registration Statement by the Filing Deadline or (iirequired to be filed pursuant to this Section 2(a) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for enter into any reason or no reason, then the Company shall pay agreement providing any such right to Purchaser or any of its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicablesecurity holders.

Mandatory Registration. The In the event that the Company completes a Public Listing, then the Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.

Mandatory Registration. The Company shall prepare and, as soon as reasonably practicable, but an in no any event later than within twenty (20) Business Days of the Filing Deadline, date of this Agreement file with the Commission SEC, an initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of Registrable Securitiesauthorized shares of the Company’s Common Stock then available for issuance in its Charter and the Exchange Cap (each as defined in the Purchase Agreement), provided, however, that the Company may delay filing or suspend the use of any Registration Statement if the Company determines, upon advice of legal counsel, that in order for the registration statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if the Company’s Board of Directors, upon advice of legal counsel, reasonably believes that such filing or use could materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that could materially adversely affect the Company. The initial Registration Statement shall register with the Commission for resale all of only the Registrable Securities. The Investor and Legal Counsel its counsel acknowledges that it will be identified in the initial Registration Statement as an underwriter within the meaning of 2(a)(11) of the Securities Act and shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or amendment supplement to such Registration Statement and any related prospectus Prospectus (as defined below) prior to its filing with the CommissionSEC, and the Company shall give due consideration to all such comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or and any amendment declared effective by the Commission prior to SEC at the Effectiveness Deadlineearliest practicable date. Subject to Allowable Grace Periods (as defined herein below), the The Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of on which the Investor no longer owns any shall have resold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement, (ii) all of the Registrable Securities may be sold by the Investor without Registration pursuant to Rule 144 without limitation as to volume and manner of sale restrictions and no Available Amount remains under the Purchase Agreement, (iii) six months after the termination of the Purchase Agreement, and (iv) one year after the date on which no Available Amount remains under the Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses Prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.

Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial Registration Statement on Form S-1 X-0, X-0, X-0 or S-3F-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable; provided, however, that the amount payable pursuant to clause (ii) of this sentence shall not exceed $300,000 in the event that such delay in the declaration of effectiveness of the Registration Statement is caused by delays in Commission review of the Registration Statement or the Commission’s refusal to declare the Registration Statement effective.

Mandatory Registration. The Company shall prepare prepare, and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial SEC a Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, S-3 covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(c). The Investor and Legal Counsel Registration Statement prepared pursuant hereto shall have a reasonable opportunity register for resale at least the number of shares of Common Stock equal to review and comment upon the Required Registration Amount as of the date such Registration Statement or amendment to such is initially filed with the SEC. The Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested contain (except if otherwise directed by the Company for inclusion therein. Required Holders) the “Selling Stockholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the such Registration Statement or amendment declared effective by the Commission prior to SEC as soon as practicable, but in no event later than the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below)By 9:30 a.m. on the Business Day immediately following the Effective Date of the applicable Registration Statement, the Company shall use reasonable best efforts file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to keep the Registration Statement effective be used in connection with sales pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “such Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleadingStatement. Notwithstanding anything to the contrary stated hereincontained in this Agreement, in addition to any other remedies available at law or equity or as set forth hereinthan during an Allowable Grace Period, in the Purchase Agreement or otherwise, if (i) the Company shall have failed ensure that, when filed and at all times while effective, each Registration Statement and the prospectus used in connection with such Registration Statement will disclose (whether directly or through incorporation by reference to file other SEC filings to the extent permitted) all material information regarding the Company and its securities. In no event shall the Company include any securities other than Registrable Securities and the Placement Agent Warrant Shares (as defined in the Securities Purchase Agreement) on any Registration Statement without the prior written consent of the Required Holders. The Company shall not after the date hereof until the Effective Date of the Registration Statement by the Filing Deadline or (iirequired to be filed pursuant to this Section 2(a) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for enter into any reason or no reason, then the Company shall pay agreement providing any such right to Purchaser or any of its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicablesecurity holders.

Mandatory Registration. Upon the written request of Holder to register, at the Company's expense, the Compensation Shares underlying the Warrants, the Company shall, subject to the conditions and in accordance with the procedures set forth herein, have six (6) months from the date of such notice to file a Registration Statement with the SEC covering the Compensation Shares issuable pursuant to the Warrants (and use its best efforts to cause such Registration Statement to become effective as soon as possible thereafter). The Company shall prepare and, as soon as practicable, but in no event later than be required to keep the Filing Deadline, file with the Commission an initial Registration Statement on Form S-1 or S-3pursuant to which the Compensation Shares underlying the Warrants are registered effective for a period of one (1) year. The filing of any Registration Statement upon the request of the Holder is contingent upon the Company being able to receive at a reasonable cost, or which shall be in the sole discretion of the Company, the consent of any auditors necessary to include any and all financial statements prepared by such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale auditors for any time periods required by the Investor rules and regulations of Registrable Securitiesthe Securities and Exchange Commission or other regulatory entities governing such financial statements. The Holder whose Compensation Shares underlying the Warrants are to be included in the Registration Statement shall register furnish the Company with such appropriate information as the Company shall reasonably request in writing concerning the Holder as is necessary for the Company to comply with the Commission for resale all disclosure requirements of the Registrable SecuritiesAct, and the rules and regulations promulgated thereunder. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon Following the effective date of such Registration Statement or amendment to Statement, the Company shall, upon the reasonable request of the Seller, supply such Registration Statement and any related prospectus prior to its filing with number of prospectuses meeting the Commission. The Investor requirements of the Act, as shall furnish all information reasonably be requested by such Seller to permit such Seller to make a public offering of all the Company for inclusion Common Shares of such Seller included therein. The Company shall use its reasonable best exercise good faith efforts to have qualify the Registration Statement or amendment declared effective by Compensation Shares underlying the Commission prior to Warrants for sale in such states as the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company Seller shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicablereasonably designate.

Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial Registration Statement on Form S-1 S-0, X-0, X-0 or S-3F-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 5,000 for each day following the Filing Deadline or Effectiveness DeadlineDeadline , as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable; provided, however, that the amount payable pursuant to clause (ii) of this sentence shall not exceed $1,000,000. In the event there is any suspension by the Commission on the declaration of any China-based issuers’ registration statements’ effectiveness, the per-day delay penalty set forth herein shall be tolled until the resumption by the Commission on the effectiveness of the registration statements on China-based issuers.

Mandatory Registration. The (a) On or before forty-five (45) days of the date hereof, the Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, and file with the Commission an initial a Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by of all of the Investor of Registrable SecuritiesShares for an offering to be made on a continuous basis pursuant to Rule 415 (the “Required Filing Date”). The Registration Statement required hereunder shall be on Form S-1 (except if the Company is not then eligible to register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Shares on Form S-1, in which case the Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion thereinbe on another appropriate form in accordance herewith). The Company shall use its commercially reasonable best efforts to have cause the Registration Statement or amendment to be declared effective by under the Commission prior to Securities Act as promptly as possible after the filing thereof, but in any event not later than the 120th day after filing thereof (the “Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein belowDate”), the Company and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all until the earlier of the date when all Registrable Shares covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities at all times until Act or (b) may be sold without restrictions pursuant to Rule 144 counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Investors or (c) the second anniversary of the date as of on which the Investor no longer owns any Registrable Securities Registration Statement is declared effective (the “Registration Effectiveness Period”). The Registration Statement ) or such longer time as the Company may determine. (including any amendments or supplements thereto and prospectuses contained thereinb) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if If: (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not filed on or prior to its Required Filing Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five business 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, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the required Effectiveness DeadlineDate, in each caseor (iv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or no reasonthe Investor is not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such cases 30 business days (which need not be consecutive days) in the aggregate during any 12-month period (any such 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 business day period is exceeded, or for purposes of clause (iv) the date on which such 30 business day period is exceeded, being referred to as “Event Date”, then in addition to any other rights the Investors may have hereunder or under applicable law, the Company shall pay to Purchaser the Investor liquidated damages, in cash or its designee an amount shares of Common Stock at the option of the Company, at a rate equal to $10,000 for one (1%) percent per month (pro rata on a 30-day basis) of the total Purchase Price, up to a maximum of ten (10%) percent of the total principal amount of the Notes. Such liquidated damages shall be payable within ten (10) days of the end of each day following one-month anniversary of the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicablefiling deadline set forth in this section 5(c).

Mandatory Registration. Subject to the terms and conditions of this Agreement, the Company shall (i) on or prior to the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of Registrable Securities, and (ii) on or prior to the 30th calendar day following receipt of each written notice by the Investor (a “Demand Notice”) delivered pursuant to the terms hereof, prepare and file an additional Registration Statement covering the resale by the Investor of Registrable Securities not covered by the initial Registration Statement. At any time prior to October 7, 2024, if the SEC reviews the Definitive Proxy, then the Company may elect to extend the Filling Deadline for up to two consecutive 30-day periods by making a cash repayment under the Convertible Debentures in the amount of $25,000 for each 30-day extension. Each Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common Stock equal to the Required Registration Amount as of date the Registration Statement is initially filed with the SEC. Each Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall prepare and, use its best efforts to have each Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Filing Effectiveness Deadline. By 9:30 am, New York time on the Business Day following the date of effectiveness, the Company shall file with the Commission an initial SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement on Form S-1 or S-3with the SEC, or such other form or forms as may be reasonably acceptable the Company shall furnish a draft of the Registration Statement to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to their review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commissioncomment. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have comments on the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness DeadlineCompany within 24 hours of the receipt thereof from the Company. Subject to Allowable Grace Periods (as defined herein below)For the purposes hereof, the Investor shall be entitled to deliver a Demand Notice to the Company shall use reasonable best efforts to keep at any time during the Registration Period if at such time (i) no Registration Statement effective pursuant is then in effect which the Investor may use to Rule 415 promulgated under resell Registrable Securities, or (ii) a Registration Statement is effective, but the Securities Act and available for sales of holder has resold substantially all of the Registrable Securities at all times until the date as shares of which Common Stock registered on such Registration Statement. In addition, the Investor no longer owns any Registrable Securities (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of may deliver 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 in which they were made, not misleading. Notwithstanding anything Demand Notice to the contrary stated herein, in addition to Company at any other remedies available at law or equity or as set forth herein, in time during the Purchase Agreement or otherwise, if Registration Period during which (i) the Company shall does not have failed a class of securities listed, or approved for listing, on a national securities exchange registered pursuant to file Section 6 of the Registration Statement by the Filing Deadline Exchange Act, or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness DeadlineRule 144, as applicableamended, until would not allow the Registration Statement has been filed with “tacking” of the Commission or holding period of the Registration Statement has been declared effective, as applicableConvertible Debenture onto the holding period of the Conversion Shares issuable upon conversion thereof.

Mandatory Registration. The Commencing on the Trigger Date, the Company shall prepare prepare, and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial SEC a Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, S-3 covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration and reasonably acceptable to the Required Holders, subject to the provisions of Section 2(c). The Investor and Legal Counsel Registration Statement prepared pursuant hereto shall have a reasonable opportunity register for resale at least the number of Common Shares equal to review and comment upon the Required Registration Amount as of the date such Registration Statement or amendment is initially filed with the SEC. The Registration Statement shall contain (except if otherwise directed by the Required Holders) the “Selling Shareholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B; provided that the Company may make any changes to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably sections as requested by the Company for inclusion thereinSEC so long as none of such changes are materially inconsistent with the form attached hereto as Exhibit B or adversely affect any Investor (including, without limitation, any restrictions on the manner of disposition). The Company shall use its commercially reasonable best efforts to have the such Registration Statement or amendment declared effective by the Commission prior to SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. Subject to Allowable Grace Periods By 9:30 a.m. (as defined herein below)New York City time) on the Business Day immediately following the Effective Date of the applicable Registration Statement, the Company shall use reasonable best efforts file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to keep the Registration Statement effective be used in connection with sales pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “such Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleadingStatement. Notwithstanding anything to the contrary stated hereincontained in this Agreement, in addition to any other remedies available at law or equity or as set forth hereinthan during an Allowable Grace Period, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the ensure that, when filed and at all times while effective, each Registration Statement by and the Filing Deadline or (ii) the prospectus used in connection with such Registration Statement is not declared effective will disclose (whether directly or through incorporation by reference to other SEC filings to the Effectiveness Deadline, in each case, for any reason or no reason, then extent permitted) all material information regarding the Company and its securities. In no event shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Company include any securities other than Registrable Securities on any Registration Statement has been filed with pursuant to this Section 2(a) without the Commission or prior written consent of the Registration Statement has been declared effective, as applicableRequired Holders.

Mandatory Registration. (a) The Company shall prepare and, as soon as practicable, practicable after execution of the Merger Agreement but in no event later than the Filing DeadlineEffective Time, file with the Commission an initial Initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable SecuritiesSecurities issued at the Closing. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration. The Investor and Legal Counsel Initial Registration Statement prepared pursuant hereto shall have a reasonable opportunity register the resale of the Merger Shares issued in connection with the Closing. (b) The Company shall at all times use its best efforts to review and comment upon such file each required Registration Statement or amendment to a Registration Statement as soon as possible after the date the Company becomes obligated to file such Registration Statement or amendment, as the case may be, and to cause each such Registration Statement to become effective as soon as practicable after the Closing, but in any event within ninety (90) days of the Effective Time and with respect to each such amendment, as soon as possible after its filing. No securities of the Company other than the Registrable Securities shall be included in the Initial Registration Statement (or any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. Registration Statement). (c) The Company shall use its reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under at all times until such date as is the Securities Act and available for sales earliest of (i) the date on which all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto have been sold, and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement date which is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day two years following the Filing Deadline or Effectiveness Deadline, as applicable, until date on which the Registration Statement has been was declared effective (the "REGISTRATION PERIOD"). (d) The Company represents and warrants that it meets all of the registrant requirements for the use of Form S-3, and the Company agrees and covenants that it shall file all reports required to be filed by the Company with the Commission or in a timely manner, and shall take such other actions as may be necessary to maintain such eligibility for the use of Form S-3 at all times during the Registration Statement has been declared effective, as applicablePeriod. The Company shall promptly notify the Holders at any time that it is not eligible to use Form S-3.

Mandatory Registration. (a) The Company shall prepare andshall, as soon promptly as practicable, but in any event within 45 days from the date hereof, prepare and file at the Company's sole cost and expense (other than any fees and disbursements of counsel for the Shareholder and the underwriting discounts, if any, payable in respect of the Registrable Securities sold by the Shareholder) one "shelf" registration statement (the "REGISTRATION STATEMENT") with the Securities and Exchange Commission (the "COMMISSION") on the appropriate form pursuant to Rule 415 of the Securities Act of 1933, as amended (the "SECURITIES ACT") covering the resale of the Registrable Securities. In no event shall the Company be required to file more than one Registration Statement. The Company will use commercially reasonable efforts through its officers, directors, auditors and counsel to cause such Registration Statement to become effective as promptly as practicable following the filing thereof, but in no event later than the Filing Deadline, file 150th day after the date hereof. (b) In connection with the Commission an initial Registration Statement on Form S-1 registration described in Section 1(a), the Company shall, if required by the law of any such state, use commercially reasonable efforts to cause the Registrable Securities so registered to be registered or S-3, qualified for sale under the securities or blue sky laws of such other form or forms states as the Shareholder may be reasonably acceptable request to the Investor and Legal Counsel, covering permit the resale of the Registrable Securities in such states; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this Section 1(b) in which it is not otherwise required to qualify to do business. (c) The Company shall keep effective any registration or qualification contemplated by this Section 1 and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Investor of Registrable Securities. The Registration Statement shall register with Shareholder to complete the Commission for resale all offer and sale of the Registrable Securities, subject to the following sentence. The Investor Company shall keep such registration or qualification in effect until the earliest of: (i) the first anniversary of the date that the Registration Statement was declared effective, (ii) the first date upon which the Shareholder is free to sell all of such Registrable Securities under Rule 144 of the Securities Act or (iii) the date that the Shareholder has sold or otherwise transferred all the Registrable Securities under the Registration Statement, pursuant to Rule 144 under the Securities Act or otherwise. (d) In connection with the registration described in Section 1(a), the Company shall furnish to the Shareholder such reasonable number of copies of the Registration Statement and Legal Counsel shall have a of each amendment and supplement thereto (in each case, including all exhibits), such reasonable opportunity to review and comment upon number of copies of each prospectus contained in such Registration Statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Shareholder may reasonably request to facilitate the disposition of the Registrable Securities included in such registration. (e) The Company agrees that until all the Registrable Securities have been sold under a registration statement or pursuant to Rule 144 under the Securities Act, it shall use commercially reasonable efforts to keep current in filing all reports, statements and other materials required to be filed with the Commission to permit holders of the Registrable Securities to sell such securities under Rule 144 of the Securities Act. (f) The Company shall notify the Shareholder promptly when such Registration Statement and any related amendments and supplements thereto have become effective or any supplements to any prospectus prior to its filing with forming a part of such Registration Statement have been filed, except for such amendments or supplements arising by reason of the Commission. The Investor shall furnish all information reasonably requested by making of filings under the Company for inclusion thereinSecurities Exchange Act of 1934, as amended. The Company shall use its reasonable best efforts to have notify the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all Shareholder promptly of the Registrable Securities at all times until the date happening of any event as a result of which the Investor no longer owns any Registrable Securities (the “prospectus included in such Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any Statement, as then in effect, includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein, therein or necessary to make the statements therein, therein not misleading in light of the circumstances in which they were made, not misleadingthen existing. Notwithstanding anything to The Shareholder agrees that upon receipt of any notice from the contrary stated herein, in addition to Company of the happening of any other remedies available at law or equity or as set forth herein, event of the kind described in the Purchase Agreement second sentence of this Section 1(f), the Shareholder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or otherwise, if prospectus until the Shareholder (i) receives copies of a supplemented or amended prospectus and has been advised in writing by the Company shall have failed to file the Registration Statement by the Filing Deadline that such supplemented or amended prospectus may be used, or (ii) is advised in writing by the Company that the use of the applicable prospectus may be resumed. If so directed by the Company, the Shareholder will deliver to the Company all copies, other than permanent file copies, then in the Shareholder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of the notice referred to in the immediately preceding sentence. (g) The Company shall notify the Shareholder promptly of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for Statement. If at any reason or no reason, then time the Company shall pay receive any such order, the Company shall use commercially reasonable efforts to Purchaser obtain the withdrawal or its designee an amount equal to $10,000 for each day following lifting of such order at the Filing Deadline or Effectiveness Deadlineearliest possible time. The Shareholder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in this Section 1(g), as applicable, until the Shareholder will forthwith discontinue disposition of such Registrable Securities covered by any Registration Statement or prospectus until such order has been filed withdrawn or lifted. (h) The Company shall use commercially reasonable efforts to have the Registrable Securities included for quotation on the Nasdaq National Market, or on such other national securities exchange on which the Company's Common Stock may be listed from time to time. (i) In connection with the Commission or registration of Registrable Securities pursuant to a Registration Statement, the Registration Statement has been declared effective, Shareholder shall furnish to the Company such information regarding himself and the intended method of disposition of Registrable Securities as applicablethe Company shall reasonably request in order to effect the registration thereof .

Mandatory Registration. The Company shall prepare andshall, as soon promptly as practicable, but reasonably practicable and in any event no event later than 30 days after the Closing Date (such date, the “Initial Registration Statement Filing DeadlineDate”), prepare and file with the Commission SEC an initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to (the Investor and Legal Counsel, “Initial Registration Statement”) covering the resale by of all Registrable Securities (excluding the Investor Shares issuable upon exercise of Registrable Securitiesthe Series A-1 Warrants and the Series B-1 Warrants). The Company shall, as promptly as reasonably practicable and in any event no later than 30 days after the Stockholder Approval Date (such date, the “Warrant Initial Registration Filing Date”), prepare and file with the SEC an initial Registration Statement shall register with (the Commission for “Warrant Initial Registration Statement”) covering the resale of all Registrable Securities consisting of Shares issuable upon exercise of the Registrable SecuritiesSeries A-1 Warrants and the Series B-1 Warrants. Before filing the Initial Registration Statement or the Warrant Initial Registration Statement, the Company shall furnish to the Investors a copy of the applicable Registration Statement. The Investor Investors and Legal Counsel their counsel shall have at least three Business Days prior to the anticipated filing date of a reasonable opportunity Registration Statement to review and comment upon such Registration Statement and any amendment or amendment supplement to such Registration Statement and any related prospectus prospectus, prior to its filing with the CommissionSEC. Subject to any SEC comments, such Registration Statement shall include the plan of distribution substantially in the form attached hereto as Exhibit A. The Company shall (a) use reasonable best efforts to address in each such document prior to being so filed with the SEC such comments as the Investor or its counsel reasonably proposed by the Investor, and (b) not file any Registration Statement or related prospectus or any amendment or supplement thereto containing information regarding the Investor to which Investor reasonably objects, unless such information is required to comply with any applicable law or regulation. The Investor Investors shall furnish all information reasonably requested by the Company for inclusion thereinand as shall be reasonably required in connection with any registration referred to in this Agreement. The Initial Registration Statement and the Warrant Initial Registration Statement, as well as any New Registration Statement (as defined below), shall be on Form S-3 or Form S-1 at the election of the Company. If Form S-3 or Form S-1 is not then available for the registration of the resale of Registrable Securities hereunder, the Company shall use its reasonable best efforts (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to have register the Registrable Securities on Form S-3 or Form S-1, at the election of the Company, 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 or amendment Form S-1 covering the Registrable Securities has been declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicableSEC.

Mandatory Registration. The Company shall prepare andand file with the SEC an initial Registration Statement on Form F-3 (the “Initial Registration Statement”) covering the resale of all of the Registrable Securities constituting the Required Registration Amount issuable in connection with the Initial Closing as a condition precedent to the Initial Closing and the Initial Registration Statement shall have been declared effective by the SEC. Thereafter, pursuant to the terms of the Securities Subscription Agreement, the Company shall, as a condition precedent to any Subsequent Closing (the “Registration Condition Precedent”), file a Registration Statement on Form F-3 (each, a “Subsequent Registration Statement”) covering the resale of all of the Registrable Securities constituting the Required Registration Amount issuable in connection with such Subsequent Closing and such Subsequent Registration Statement shall have been declared effective by the SEC, provided that each Registration Statement shall register for resale at least the number of Ordinary Shares equal to the Required Registration Amount as of the date such Registration Statement is initially filed with the SEC; provided further that if Form F-3 is unavailable for such a registration, the Company shall use such other form as is required by Section 2(c). Each Registration Statement required to be filed pursuant to the terms of this Agreement, shall contain (except if otherwise directed by the Required Buyers) the “Selling Stockholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B. If the Company waives the Registration Condition Precedent, then the Company shall prepare and as soon as practical, but in no event later than the applicable Filing Deadline, file with the SEC such Subsequent Registration Statement. In connection with the Initial Registration Statement and any Subsequent Registration Statement or which the Lead Buyer has waived the Registration Condition Precedent, the Company shall use its reasonable best efforts to have each Registration Statement required to be filed pursuant to the terms of this Agreement, declared effective by the SEC as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission applicable Effectiveness Deadline for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.Statement

Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial Registration Statement on Form S-1 S-1, F-1, S-3 or S-3F-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 50,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.

Mandatory Registration. (a) The Company shall prepare and, as soon as practicable, practicable but in no event later than thirty (30) days after the Filing DeadlineClosing Date, file with the Commission an initial Initial Registration Statement on Form S-1 or S-3, covering the resale of all of the Registrable Securities pursuant to an offering to be made on a continuous basis under Rule 415 of the Securities Act. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration. The Initial Registration Statement prepared pursuant hereto shall register the resale of the Merger Shares and the Contingent Merger Shares issued in connection with the Merger. (b) To the extent following the Merger the Company issues any Contingent Merger Shares pursuant to Section 4.5 of the Merger Agreement and such Contingent Merger Shares are not able to be registered on the Initial Registration Statement, the Company shall, within ten (10) days after the date such Contingent Merger Shares are so issued file with the Commission an additional Registration Statement on Form S-3, or such other form or forms as may be reasonably acceptable appropriate form, to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. register such Contingent Merger Shares. (c) The Company shall at all times use its best efforts to file each required Registration Statement shall register with or amendment to a Registration Statement as soon as possible after the Commission for resale all of date the Registrable Securities. The Investor Company becomes obligated to file such Registration Statement or amendment, as the case may be, and Legal Counsel shall have a reasonable opportunity to review and comment upon cause each such Registration Statement or amendment to such become effective as soon as possible thereafter. No securities of the Company other than the Registrable Securities shall be included in the Initial Registration Statement and (or any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. Registration Statement). (d) The Company shall use its reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts to keep the Registration Statement (and each other related Registration Statement) effective pursuant to Rule 415 promulgated under at all times until such date as is the Securities Act and available for sales earliest of (i) the date on which all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto have been sold, and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement date which is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day two years following the Filing Deadline or Effectiveness Deadline, as applicable, until later of (A) the date on which the Registration Statement has been was declared effective and (B) the date of issuance of the Contingent Merger Shares (the "Registration Period"). ------------------- (e) The Company represents and warrants that it meets all of the registrant requirements for the use of Form S-3, and the Company agrees and covenants that it shall file all reports required to be filed by the Company with the Commission or in a timely manner, and shall take such other actions as may be necessary to maintain such eligibility for the use of Form S-3 at all times during the Registration Statement has been declared effective, as applicablePeriod.

Mandatory Registration. The (a) Within fourteen (14) days after the Closing (or, if the date that is fourteen (14) days after the Closing is not a business day, the next business day immediately following such date), the Company shall will prepare and, as soon as practicable, but in no event later than the Filing Deadline, and file with the Commission an initial Registration Statement SEC a registration statement on Form S-3 or any successor form (except that if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on Form S-1 or S-3any successor form) for the purpose of registering under the Securities Act all of the Registrable Securities for resale by, or such other form or forms and for the account of, the Holders as may be reasonably acceptable to selling stockholders thereunder (the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities"Registration Statement"). The Registration Statement shall register with permit the Commission for resale Holders to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Securities. The Investor and Legal Counsel shall have a Company agrees to use commercially reasonable opportunity efforts to review and comment upon such cause the Registration Statement or amendment to such become effective as soon as practicable (which shall include using commercially reasonable efforts to respond to any comments of the SEC in respect of the Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion thereinwithin fifteen (15) business days following receipt thereof). The Company shall use its reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts be required to keep the Registration Statement effective pursuant to Rule 415 promulgated under until such date that is the Securities Act and available for sales earlier of (i) the date when all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company registered thereunder shall have failed to file the Registration Statement by the Filing Deadline been sold or (ii) two (2) years after the Closing, subject to extension as set forth below (such date is referred to herein as the "Mandatory Registration Termination Date"). Thereafter, the Company shall be entitled to withdraw the Registration Statement and the Holders shall have no further right to offer or sell any of the Registrable Securities pursuant to the Registration Statement (or any prospectus relating thereto). In the event the right of the selling Holders to use the Registration Statement (and the prospectus relating thereto) is delayed or suspended pursuant to Sections 4(c) or 10 hereof, if the events described in subsection (a)(i) or (ii) have not yet occurred, the Company shall be required to extend the Mandatory Registration Termination Date by the same number of days as such delay or Suspension Period (as defined in Section 10 hereof), provided that such delay is not the result of the Holders' failure or delay to furnish information required under Section 5 hereof. (b) In the event that the Registration Statement is not filed with the SEC within fourteen (14) days after the Closing (or, if the date that is fourteen (14) days after the Closing is not a business day, the next business day immediately following such date), or the Company fails to use its commercially reasonable efforts to respond to any comments of the SEC in respect of the Registration Statement within fifteen (15) business days following receipt thereof, the Company will issue to all Investors, for no additional consideration, an additional 1.0% of the Shares sold to each such Investor. For every additional thirty (30) days that the Company continues to be delayed from filing the Registration Statement with the SEC or continues to fail to use its commercially reasonable efforts to respond to any comments of the SEC in respect of the Registration Statement, the Company will issue to all Investors, for no additional consideration, an additional 1.0% of the Shares sold to each such Investor; provided, however, that in no event shall the amount of additional shares issued by the Company to the Investors pursuant to this Section 3(b) exceed a maximum of an additional 3.0% of the Shares sold to each such Investor. (c) Within three (3) business days after a Registration Statement that covers applicable Registrable Securities is declared effective by the Effectiveness DeadlineSEC, in each case, for any reason or no reason, then the Company shall pay deliver, or shall cause legal counsel to Purchaser or its designee an amount equal deliver, to $10,000 the transfer agent for each day following such Registrable Securities (with copies to the Filing Deadline or Effectiveness Deadline, as applicable, until the Holders whose Registrable Securities are included in such Registration Statement has been filed with the Commission or the Statement) confirmation that such Registration Statement has been declared effective, effective by the SEC in substantially the form attached hereto as applicable.Exhibit B.

Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any may sell all of the Registrable Securities without restriction pursuant to Rule 144(b)(1)(i) promulgated under the Securities Act (or successor thereto) (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.

Mandatory Registration. The (a) On or before 60 days following the Closing Date, the Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, and file with the Commission an initial the Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by of all of the Investor of Registrable SecuritiesShares for an offering to be made on a continuous basis pursuant to Rule 415 (the “Required Filing Date”). The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Shares on Form S-3, in which case the Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion thereinbe on another appropriate form in accordance herewith). The Company shall use its commercially reasonable best efforts to have cause the Registration Statement or amendment to be declared effective by under the Commission prior to Securities Act as promptly as possible after the filing thereof, but in any event not later than the 120th day after the Closing Date (the “Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein belowDate”), the Company and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all until the earlier of the date when all Registrable Shares covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities at all times until Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Investors or (c) the second anniversary of the date as of on which the Investor no longer owns any Registrable Securities Registration Statement is declared effective (the “Registration Effectiveness Period”). The Registration Statement ) or such longer time as the Company may determine. (including any amendments or supplements thereto and prospectuses contained thereinb) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if If: (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not filed on or prior to its Required Filing Date or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five business 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, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the required Effectiveness DeadlineDate, in each caseor (iv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or no reasonthe Investors are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such cases 60 business days (which need not be consecutive days) in the aggregate during any 12-month period (any such 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 business day period is exceeded, or for purposes of clause (iv) the date on which such 60 business day period is exceeded, being referred to as “Event Date”, then in addition to any other rights the Investors may have hereunder or under applicable law the Company shall pay to Purchaser or its designee each Investor an amount in cash, as liquidated damages and not as a penalty, equal to $10,000 1% of the aggregate purchase price paid by such Investor pursuant to this Agreement for any Registrable Securities then held by such Investor on each day following monthly anniversary of each such Event Date (if the Filing Deadline or Effectiveness Deadlineapplicable Event shall not have been cured by such date) until the applicable Event is cured. The liquidated damages pursuant to the terms hereof shall apply on a pro-rata basis for any portion of a month prior to the cure of an Event and shall not exceed an aggregate of 8% of the aggregate purchase price paid by the Investors pursuant to this Agreement. (c) Notwithstanding the foregoing, as applicableif the Company shall furnish to the Investors a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company it would not be in the best interest of the Company for such registration statement to be filed, until the Company shall have the right to defer taking such action with respect to such filing for a period of not more than sixty (60) days after the date of such certificate; provided, however, that the Company shall not defer its obligation in this manner more than once in any twelve (12) month period. (d) In the event, the Investor fails to provide the Company with any information that is required to be provided in the Registration Statement has been filed with respect to such Investor pursuant to Section 5.3(k) within ten (10) days of receiving a request for such information from the Commission or Company, the Company shall send an additional request to the Investor (the “Additional Request”) and in the event the Investor fails to respond to the Company within five (5) days of receipt of the Additional Request, the Company shall be entitled to exclude such Investor’s Registrable Shares from the Registration Statement has been declared effective, as applicableStatement.

Mandatory Registration. The Commencing on the Trigger Date, the Company shall prepare prepare, and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial SEC a Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, S-3 covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration and reasonably acceptable to the Required Holders, subject to the provisions of Section 2(c). The Investor and Legal Counsel Registration Statement prepared pursuant hereto shall have a reasonable opportunity register for resale at least the number of Common Shares equal to review and comment upon the Required Registration Amount as of the date such Registration Statement or amendment is initially filed with the SEC. The Registration Statement shall contain (except if otherwise directed by the Required Holders) the “Selling Shareholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B; provided that the Company may make any changes to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably sections as requested by the Company for inclusion thereinSEC so long as none of such changes are materially inconsistent with the form attached hereto as Exhibit B or adversely affect any Investor (including, without limitation, any restrictions on the manner of disposition). The Company shall use its commercially reasonable best efforts to have the such Registration Statement or amendment declared effective by the Commission prior to SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. Subject to Allowable Grace Periods By 9:30 a.m. (as defined herein below)New York City time) on the Business Day immediately following the Effective Date of the applicable Registration Statement, the Company shall use reasonable best efforts file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to keep the Registration Statement effective be used in connection with sales pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “such Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleadingStatement. Notwithstanding anything to the contrary stated hereincontained in this Agreement, in addition to any other remedies available at law or equity or as set forth hereinthan during an Allowable Grace Period, in the Purchase Agreement or otherwise, if (i) the Company shall have failed ensure that, when filed and at all times while effective, each Registration Statement and the prospectus used in connection with such Registration Statement will disclose (whether directly or through incorporation by reference to file other SEC filings to the extent permitted) all material information regarding the Company and its securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders. The Company shall not after the date hereof until the Effective Date of the Registration Statement by the Filing Deadline or (iirequired to be filed pursuant to this Section 2(a) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for enter into any reason or no reason, then the Company shall pay agreement providing any such right to Purchaser or any of its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicablesecurity holders.

Mandatory Registration. The Company shall prepare and, as soon as practicableFollowing the date hereof, but in no event later than 30 days following the Closing Date (such date, the “Mandatory Shelf Filing Deadline, file with the Commission an initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein belowDate”), the Company Partnership shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated prepare and file a registration statement under the Securities Act and available for sales to permit the public resale of Registrable Securities then outstanding from time to time as permitted by Rule 415 (or any similar provision then in effect) of the Securities Act with respect to all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “Registration Statement”). The Registration Statement filed pursuant to this Section 2.01 shall be on such appropriate registration form or forms of the Commission as shall be selected by the Partnership so long as it permits the continuous offering of the Registrable Securities pursuant to Rule 415 (or any similar provision then in effect) under the Securities Act at then-prevailing market prices. The Partnership shall use its commercially reasonable efforts to cause the Registration Statement to become effective on or as soon as practicable after filing. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and reasonably requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to cause the Registration Statement to be effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by the Registration Statement cease to be Registrable Securities (the “Effectiveness Period”). The Registration Statement when effective (including any amendments or supplements thereto the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and prospectuses contained therein) shall the Exchange Act and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein, therein or necessary to make the statements thereintherein not misleading (in the case of any prospectus contained in such Registration Statement or documents incorporated therein by reference, in the light of the circumstances in under which they were a statement is made, not misleading). Notwithstanding anything to As soon as practicable following the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file date that the Registration Statement by becomes effective, but in any event within two (2) Business Days of such date, the Filing Deadline or (ii) Partnership shall provide the Holders with written notice of the effectiveness of the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicableStatement.

Mandatory Registration. The Subject to any Permitted Delay, the Company shall prepare prepare, and, as soon as practicable, practicable but in no event later than the Initial Filing Deadline, file with or confidentially submit to the Commission an initial SEC a Resale Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Each Holder who will include its shares in the Resale Registration Statement or amendment shall sign and return to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. a Selling Stockholder questionnaire in substantially the form attached hereto as Exhibit B. The Company shall use its commercially reasonable best efforts to have (i) cause the Resale Registration Statement or amendment to be declared effective by the Commission prior SEC as soon as practicable after the filing thereof and (ii) keep such Resale Registration Statement continuously effective and in compliance with the 1933 Act and useable until such time as the restrictive legends and/or similar designations on the Shares of Seller have been removed pursuant to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein belowSection 4(e), including by filing successive replacement or renewal Registration Statements upon the expiration of such Resale Registration Statement. If (i) there is material non-public information regarding the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as disclosure of which the Investor no longer owns any Registrable Securities (Company determines would reasonably be expected to have a significant adverse effect on the “Registration Period”). The Registration Statement (including any amendments or supplements thereto Company and prospectuses contained therein) shall that the Company would not contain any untrue statement of a material fact or omit to state a material fact otherwise be required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available disclose at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline such time or (ii) the Company determines the Resale Registration Statement is proposed to be delayed or suspended would reasonably be expected to, if not declared effective by delayed or suspended, have an adverse effect on any pending negotiation or plan of the Effectiveness DeadlineCompany to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or other similar transaction, in each casecase that, for any reason or no reasonif consummated, would be material to the Company, then the Company shall pay to Purchaser may postpone or its designee an amount equal to $10,000 for each day following the Filing Deadline suspend filing or Effectiveness Deadline, as applicable, until the effectiveness of such Resale Registration Statement has been filed with or use of the Commission or prospectus under the Resale Registration Statement has been declared effective, as applicable(a “Permitted Delay”); provided that the Company shall not be entitled to exercise a Permitted Delay (A) more than once during any six (6) month period or (B) for a period exceeding forty-five (45) days on any one occasion.

Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, promptly file a Registration Statement with the Commission an initial SEC (the “Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable SecuritiesStatement”). The Registration Statement shall register with the Commission for resale all of only the Registrable Securities, and no other securities of the Company. “Registrable Securities” shall mean any shares of Common Stock issued or issuable as Put Shares. The Investor Purchaser and Legal Counsel its counsel shall have a reasonable opportunity to review and comment upon such the Registration Statement or amendment any amendments to such the Registration Statement and any related prospectus Prospectus prior to its filing with the CommissionSEC. The Investor Purchaser shall furnish all information reasonably requested by the Company for inclusion thereinin the Registration Statement. The Company shall use its reasonable best efforts to have the Registration Statement or amendment amendments declared effective by the Commission prior to SEC at the Effectiveness Deadlineearliest possible date. Subject to Allowable Grace Periods (as defined herein below), the The Company shall use its reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended (the “1933 Act”) and available for sales of all of the Registrable Securities at all times until the earlier of (a) twelve (12) months after the expiration of the Equity Line Period, or (b) the date as of upon which the Investor no longer owns any Purchaser and their designees shall have sold all of the Registrable Securities. If required by SEC Rules and Regulations in order to keep the Registrable Securities registered until the earlier of (a) twelve (12) months after the expiration of the Equity Line Period, or (b) the date upon which the Purchaser and their designees shall have sold all of the Registrable Securities, the Company shall utilize its best efforts to prepare and file a new Registration Statement (the “New Registration PeriodStatement”). The Registration Statement and any New Registration Statement (including any amendments or supplements thereto and prospectuses Prospectuses contained therein) (collectively, the “Registration Documents”) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.

Mandatory Registration. The Upon written demand by the Investor, the Company shall prepare andshall, as soon as practicable, but in no event later than the Filing Deadlinewithin forty-five (45] calendar days of such written demand, file with the Commission an initial SEC a Registration Statement on Form S-1 or S-3covering those Registrable Securities set forth in such written demand, or such other form or forms amount as may otherwise shall be reasonably acceptable permitted to the Investor be included thereon in accordance with applicable SEC rules, regulations and Legal Counsel, covering interpretations so as to permit the resale of such Registrable Securities by the Investor of Registrable Securities. The Registration Statement shall register with under Rule 415 under the Commission for resale all of the Registrable SecuritiesSecurities Act. The Investor and Legal Counsel its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or amendment supplement to such Registration Statement and any related prospectus prior to its filing with the CommissionSEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or and any amendment declared effective by the Commission prior to SEC at the Effectiveness Deadlineearliest possible date. Subject to Allowable Grace Periods (as defined herein below), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor no longer owns any may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.

Mandatory Registration. The Company shall prepare and, as soon as reasonably practicable, but an in no any event later than within forty-five (45) Business Days of the Filing Deadline, date of this Agreement file with the Commission SEC, an initial Registration Statement on Form S-1 S-3 (or S-3, or such other on another registratement statement form or forms as may be reasonably acceptable the Company is then eligible to the Investor and Legal Counsel, use for purposes hereof) covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of Registrable Securitiesauthorized shares of the Company’s Common Stock then available for issuance in its Charter and the Exchange Cap (each as defined in the Purchase Agreement), provided, however, that the Company may delay filing or suspend the use of any Registration Statement if the Company determines, upon advice of legal counsel, that in order for the registration statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if the Company’s Board of Directors, upon advice of legal counsel, reasonably believes that such filing or use could materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that could materially adversely affect the Company. The initial Registration Statement shall register with the Commission for resale all of only the Registrable Securities. The Investor and Legal Counsel its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or amendment supplement to such Registration Statement and any related prospectus Prospectus (as defined below) prior to its filing with the CommissionSEC, and the Company shall give due consideration to all such comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or and any amendment declared effective by the Commission prior to SEC at the Effectiveness Deadlineearliest practicable date. Subject to Allowable Grace Periods (as defined herein below), the The Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of on which the Investor no longer owns any shall have resold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement, (ii) all of the Registrable Securities may be sold by the Investor without Registration pursuant to Rule 144 without limitation as to volume and manner of sale restrictions and no Available Amount remains under the Purchase Agreement, (iii) six months after the termination of the Purchase Agreement, and (iv) one year after the date on which no Available Amount remains under the Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses Prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.

Mandatory Registration. (a) The Company shall file a Registration Statement on or prior to each Filing Date until all of the Registrable Securities have been registered for resale by the Investors as selling stockholders thereunder. (i) On or prior to the Initial Filing Date, the Company shall prepare andand file with the SEC an Initial Registration Statement for the purpose of registering under the Securities Act the resale of all Registrable Securities owned by Mast as selling stockholder thereunder. (ii) On or prior to the Additional Filing Date, the Company shall prepare and file with the SEC an Additional Registration Statement for the purpose of registering under the Securities Act the resale of all Registrable Securities owned by Mast and not theretofore registered pursuant to the Initial Registration Statement as selling stockholder thereunder. (iii) On or prior to any subsequent Filing Date, the Company shall prepare and file with the SEC a Registration Statement for the purpose of registering under the Securities Act the resale of all Registrable Securities owned by Mast and not theretofore registered on an effective Registration Statement as selling stockholder thereunder. Each such Registration Statement shall indicate that the Registrable Shares are to be offered and sold on a continuous basis pursuant to Rule 415. Each Registration Statement may be amended by the Company from time to time to comply with SEC Guidance, and the parties hereto acknowledge that any such amendment may result in a decrease in the number of Registrable Securities registered thereby. The Company shall advocate to the SEC to include the maximum number of Registrable Securities in any given Registration Statement. Each Registration Statement shall contain, to the extent permitted by law and SEC Guidance, substantially the “Plan of Distribution” set forth in Exhibit B hereto. Subject to the terms of this Agreement, the Company shall cause each Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event on or prior to the applicable Effectiveness Date. (b) The Company shall be required to keep each Registration Statement effective until the Mandatory Registration Termination Date. Thereafter, the Company shall be entitled to withdraw such Registration Statement, and the Investors shall have no further right to offer or sell any of the Registrable Securities registered for resale thereon pursuant to the respective Registration Statement (or any prospectus relating thereto). (c) If prior to the Mandatory Registration Termination Date, the number of Registrable Securities at any time exceeds the number of Securities then registered for resale in a Registration Statement, then the Company shall file as soon as practicable, but in no event later than the Filing Deadline, file reasonably practicable and consistent with the Commission SEC Guidance an initial additional Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor Investors of not less than the number of such Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.

Mandatory Registration. The Company shall prepare and, as soon as practicablepracticable after the Public Listing Date, but in no event later than the Filing Deadline, file with the Commission an initial Registration Statement on Form S-1 X-0, X-0, X-0 or S-3F-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counselappropriate form, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.

Mandatory Registration. The (a) On or before 45 days following the Closing Date, the Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, and file with the Commission an initial the Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by of all of the Investor of Registrable SecuritiesShares for an offering to be made on a continuous basis pursuant to Rule 415 (the “Required Filing Date”). The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Shares on Form S-3, in which case the Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion thereinbe on another appropriate form in accordance herewith). The Company shall use its commercially reasonable best efforts to have cause the Registration Statement or amendment to be declared effective by under the Commission prior to Securities Act as promptly as possible after the filing thereof, but in any event not later than the 120th day after the Closing Date (the “Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein belowDate”), the Company and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all until the earlier of the date when all Registrable Shares covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities at all times until Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Investors or (c) the second anniversary of the date as of on which the Investor no longer owns any Registrable Securities Registration Statement is declared effective (the “Registration Effectiveness Period”). The Registration Statement ) or such longer time as the Company may determine. (including any amendments or supplements thereto and prospectuses contained thereinb) Notwithstanding the foregoing, if the Company shall furnish to the Investors a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company it would not contain any untrue be in the best interest of the Company for such registration statement of a material fact or omit to state a material fact required to be stated thereinfiled, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed the right to file defer taking such action with respect to such filing for a period of not more than thirty (30) days after the date of such certificate; provided, however, that the Company shall not defer its obligation in this manner more than once in any twelve (12) month period. (c) In the event, the Investor fails to provide the Company with any information that is required to be provided in the Registration Statement by with respect to such Investor pursuant to Section 5.3(k) within ten (10) days of receiving a request for such information from the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness DeadlineCompany, in each case, for any reason or no reason, then the Company shall pay send an additional request to Purchaser or its designee an amount equal the Investor (the “Additional Request”) and in the event the Investor fails to $10,000 for each day following respond to the Filing Deadline or Effectiveness DeadlineCompany within five (5) days of receipt of the Additional Request, as applicable, until the Company shall be entitled to exclude such Investor’s Registrable Shares from the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicableStatement.

Mandatory Registration. The (a) On or prior to the 30th day following the Closing Date, the Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, and file with the Commission an initial the Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by of all of the Investor of Registrable SecuritiesSecurities for an offering to be made on a continuous basis pursuant to Rule 415 (the “Required Filing Date”). The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register with the Commission for resale all of the Registrable SecuritiesSecurities on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance herewith). The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor required hereunder shall furnish all information reasonably requested contain (except if otherwise directed by the Company for inclusion therein. Investors) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its commercially reasonable best efforts to have cause the Registration Statement or amendment to be declared effective by under the Commission prior to Securities Act as promptly as possible after the filing thereof, but in any event not later than the 110th day after the Closing Date (the “Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein belowDate”), the Company and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all until the earlier of the date when all Registrable Securities at all times until covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Investors or (c) the second anniversary of the date as of on which the Investor no longer owns any Registrable Securities Registration Statement is declared effective (the “Registration Effectiveness Period”). The Registration Statement ) or such longer time as the Company may determine. (including any amendments or supplements thereto and prospectuses contained thereinb) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if If: (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not filed on or prior to its Required Filing Date (if the Company files a Registration Statement without affording the Investor the opportunity to review and comment on the same as required by Section 5.3(a), the Company shall not be deemed to have satisfied this clause (i)); provided, however, that if an Investor fails to provide the Company with any information that is required to be provided in the Registration Statement with respect to such Investor pursuant to Section 5.3(k), then the required filing date shall be extended until two business days following the date of receipt by the Company of such required information, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five business 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, or (iii) [intentionally omitted], or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the required Effectiveness DeadlineDate, in each caseor (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or no reasonthe Investors are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such cases 30 business days (which need not be consecutive days) in the aggregate during any 12-month period (any such failure or breach being referred to as an “Event,” and for purposes of clause (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five business day period is exceeded, or for purposes of clause (v) the date on which such 30 business day period is exceeded, being referred to as “Event Date”), then in addition to any other rights the Investors may have hereunder or under applicable law: (1) the Company shall pay to Purchaser or its designee each Investor an amount in cash, as liquidated damages and not as a penalty, equal to $10,000 1.5% of the aggregate purchase price paid by such Investor pursuant to this Agreement for any Registrable Securities then held by such Investor for the first month of an Event; and (2) on each day following subsequent monthly anniversary of each such Event Date (if the Filing Deadline or Effectiveness Deadlineapplicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Investor an amount in cash, as applicableliquidated damages and not as a penalty, equal to 2% of the aggregate purchase price paid by such Investor pursuant to this Agreement for any Registrable Securities then held by such Investor. If the Company fails to pay any 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 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Investor, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the Registration Statement has been filed with terms hereof shall apply on a pro-rata basis for any portion of a month prior to the Commission or the Registration Statement has been declared effective, as applicablecure of an Event.

Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial Registration Statement on Form S-1 S-1, F-1, S-3 or S-3F-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable; provided, however, that the amount payable pursuant to clause (ii) of this sentence shall not exceed $300,000 in the event that such delay in the declaration of effectiveness of the Registration Statement is caused by delays in Commission review of the Registration Statement or the Commission’s refusal to declare the Registration Statement effective.

Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial Registration Statement on Form S-1 S-0, X-0, X-0 or S-3F-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable; provided, however, that the amount payable pursuant to clause (ii) of this sentence shall not exceed $300,000 in the event that such delay in the declaration of effectiveness of the Registration Statement is caused by delays in Commission review of the Registration Statement or the Commission’s refusal to declare the Registration Statement effective.

Mandatory Registration. (a) The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, and file with the Commission an initial Registration Statement SEC a registration statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by resale, in the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information manner reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have holders thereof, of all of the Senior Preferred Registrable Securities (the “Shelf Registration Statement”) (provided that before filing the Shelf Registration Statement or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below)any amendments or supplements thereto, the Company shall furnish legal counsel for the Holders with copies of all such documents to be filed) and shall use all commercially reasonable best efforts to keep cause the Shelf Registration Statement to become effective pursuant to Rule 415 promulgated under the Securities Act by the date on which any “market stand-off’ agreement entered into by the Holders at the request of the underwriters of the Initial Public Offering pursuant to Section 2.14(a) hereof expires (the “Required Effective Date”). Once the Shelf Registration Statement is declared effective by the SEC, the Company will cause the Shelf Registration Statement to remain effective throughout, and immediately available for sales of use at all times until, April 27, 2007. (b) Notwithstanding any of the foregoing to the contrary, the Company may suspend the use of the Shelf Registration Statement upon written notice to each Holder of Senior Preferred Registrable Securities at all times until any time when the date as Company, in its reasonable judgment after consultation with legal counsel, determines that (A) (i) there is in existence material nonpublic information regarding a pending material transaction or transactions, (ii) the disclosure of which such information with respect to such transaction or transactions in the Investor no longer owns any Registrable Securities (prospectus included in the “Registration Period”). The Shelf Registration Statement is required, and (including any amendments iii) the disclosure of such information at such time would be adverse to the Company, or supplements thereto and prospectuses contained therein(B) shall not contain any the prospectus included in the Shelf Registration Statement includes an untrue statement of a material fact or omit to state omits a material fact required to be stated therein, therein or necessary to make the statements thereintherein not misleading (a “Permissible Blackout”). Any such Permissible Blackout shall continue for the period of time that is reasonably necessary for disclosure to occur at a time that is not adverse to the Company or until such time as the information or event is no longer material, each as determined in light good faith by the Company after consultation with counsel, provided, however, that no Permissible Blackout shall exceed a period of 5 consecutive trading days, and the Company may not suspend the use of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Shelf Registration Statement by the Filing Deadline or (iipursuant to this Section 2.2(b) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee more than an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicableaggregate of 20 trading days.

Mandatory Registration. The Company shall prepare andshall, as soon as practicable, but in no event later than within thirty (30) Business Days after the Filing Deadlinedate hereof, file with the Commission SEC an initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of Registrable Securitiesauthorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register with the Commission for resale all of only the Registrable Securities. The Investor and Legal Counsel its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or amendment supplement to such Registration Statement and any related prospectus prior to its filing with the CommissionSEC, and the Company shall give due consideration to all such comments. The Investor acknowledges that it will be identified in the initial Registration Statement as an underwriter within the meaning of Section 2(a)(11) of the Securities Act and shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or and any amendment declared effective by the Commission prior to SEC at the Effectiveness Deadlineearliest possible date. Subject to Allowable Grace Periods (as defined herein below), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales the resale by the Investor of all of the Registrable Securities covered thereby at all times until the date as of on which the Investor no longer owns any shall have resold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.

Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than (a) Within 30 Business Days after the Closing Date (the “Filing Deadline”), subject to receipt of all necessary information from the Purchasers after prompt request from the Company to the Purchasers to provide such information, the Company will prepare and file with the Commission an initial Registration Statement on SEC a registration statement on: (i) with the consent of the Majority Holders, and if the Company is eligible to use Form S-1 F-10, Form F-10; (ii) if the foregoing clause (i) does not apply, and if the Company is eligible to use Form F-3, Form F-3; or S-3(iii) if the foregoing clauses (i) and (ii) do not apply, or such any other form or forms as may be reasonably acceptable of registration statement available to the Investor Company, for the purpose of registering under the Securities Act all of the Registrable Shares for resale by, and Legal Counselfor the account of, covering the resale by Purchasers, as selling stockholders thereunder (the Investor of Registrable Securities“Registration Statement”). The Registration Statement shall register with permit the Commission for resale Purchasers to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion thereinShares. The Company shall agrees to use its reasonable best efforts to have cause the Registration Statement or amendment declared to become effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods as soon as practicable following filing. (as defined herein below), the b) The Company shall use reasonable best efforts be required to keep the Registration Statement effective pursuant to Rule 415 promulgated under until such date that is the Securities Act and available for sales earliest of: (i) the date as of which all of the Purchasers may sell all of the Registrable Securities at all times until covered thereby without restriction pursuant to Rule 144 (or the successor rule thereto) promulgated under the Securities Act; (ii) the date as when all of the Registrable Shares registered thereunder shall have been sold; or (iii) the second anniversary of the date on which the Investor no longer owns any Registrable Securities such Registration Statement became effective (the “Effectiveness Date” of such Registration Period”Statement), subject to extension as set forth below (such date, the “Mandatory Registration Termination Date” for such Registration Statement). The Following a the Mandatory Registration Termination Date for any Registration Statement, the Company shall be entitled to withdraw such Registration Statement, and the Purchasers shall have no further right to offer or sell any of the Registrable Shares pursuant thereto (or any prospectus relating thereto). In the event that the right of the Purchasers to use a Registration Statement (including any amendments and the prospectus relating thereto) is delayed or supplements thereto and prospectuses contained thereinsuspended pursuant to Sections 5(c) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein11 hereof, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed be required to file extend the Mandatory Registration Termination Date for such Registration Statement beyond the second anniversary of the Effectiveness Date of such Registration Statement by the Filing Deadline same number of days as such delay or Suspension Period (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, as defined in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicableSection 11 hereof).

Mandatory Registration. The Company shall prepare prepare, and, as soon as practicable, reasonably practicable but in no event later than the Filing Deadline, file with the Commission an initial SEC a Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, S-3 covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. In the event that Form S-3 is unavailable for such a registration in accordance with SEC Guidance, the Company shall use such other appropriate form as is available for such a registration in accordance with SEC Guidance, subject to the provisions of Section 2(c). The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment prepared pursuant hereto shall register for resale the number of Registrable Securities determined as of the Business Day prior to such the date the Registration Statement and any related prospectus is initially filed with the SEC (the “Filing Determination Date”), subject to adjustment as provided in Section 2(d). Not later than five Business Days prior to its filing with the Commissionanticipated Filing Determination Date, the Company shall provide written notice to the Investors of such anticipated Filing Determination Date. The Each Investor shall furnish all provide such information reasonably requested as is required by Section 4(a) not later than the Company for inclusion thereinthird Business Day after receipt of such notice from the Company. The Company shall use its commercially reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior SEC as soon as reasonably practicable, provided however, that if a Registration Statement shall be required to include financial statements or pro forma financial information that includes “fresh start” accounting financial information, the Effectiveness DeadlineCompany shall not be required to cause such Registration Statement to become effective until such financial statements or pro forma financial information, or both, as the case may be, are available and included in such Registration Statement. Subject to Allowable Grace Periods (as defined herein below)For the avoidance of doubt, the Company shall use its commercially reasonable best efforts to keep cause such “fresh start” financial statements or “fresh start” pro forma financial information, as the case may be, to be available and included in such Registration Statement as soon as reasonably practicable. By the end of the Business Day following the Effective Date, the Company shall file with the SEC, in accordance with SEC Guidance, a final prospectus to be used in connection with sales pursuant to such Registration Statement. From time to time, the Investors may, by written notice to the Company, request that an amount of additional Registrable Securities be registered on a Registration Statement. Upon receipt of such notice, the Company shall prepare, and, as soon as reasonably practicable, file with the SEC a post-effective amendment to the Registration Statement effective pursuant to Rule 415 promulgated under on Form S-3 covering the Securities Act and available for sales resale of all of the such additional Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicableSecurities.

Mandatory Registration. Pursuant to the terms of this Section 2(a), the Company will prepare and file a Registration Statement with the SEC, registering all of the Registrable Securities for resale promptly following the closing of the purchase of the Common Stock (the "Closing Date"). To the extent allowable under the Securities Act and the Rules promulgated thereunder, the Registration Statement shall include the Registrable Securities of the Purchase Agreement and/or upon exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions, or (ii) by reason of changes in the exercise price of the Warrants in accordance with the terms thereof. The number of shares of Common Stock initially included in such Registration Statement shall include One Hundred Percent (100%) of the number of Registrable Securities that are issued on the Closing Date and issuable upon exercise of the Warrants as of the Closing Date. The Registration Statement (and each amendment or supplement thereto) shall be provided to, and subject to the reasonable approval of, the Current Investors and their counsel. The Company shall prepare and, use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as practicable after the Company meets all requirements to file a Form S-3 and as soon as practicable after filing and in any event no later than sixty (60) days after the Company meets all requirements to file a Form S-3 or one hundred fifty (150) days after the Closing Date (the "Required Effective Date"). The Company will use commercially reasonable efforts to cause the Registration Statement to be filed with the SEC as soon as practicable, but in no event not later than one hundred fifty (150) days from the Filing Closing Date (the "Registration Deadline"). Additionally, file with if the Commission an initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to SEC reviews the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by requires the Company for inclusion therein. The Company shall to make modifications thereto, then it will use its reasonable best efforts to have the Registration Statement declared effective as soon as practicable. In the event that after the Closing Date and before the Registration Statement is filed, the offices of the SEC are closed due to acts of God, war or amendment terror, then the Registration Deadline will be extended by a number of days equal to the days of any such closure. Such best efforts shall include, but not be limited to, promptly responding to all comments received from the staff of the SEC. Should the Company receive notification from the SEC that the Registration Statement will receive no action or no review from the SEC, the Company shall cause such Registration Statement to become effective within five (5) business days of such SEC notification. Once declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below)SEC, the Company shall use reasonable best efforts cause such Registration Statement to keep remain effective throughout the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.

Mandatory Registration. The Company shall prepare andshall, as soon as practicableon or prior to September 30, but in no event later than the Filing Deadline2016, file with the Commission SEC an initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of Registrable Securitiesauthorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register with the Commission for resale all of only the Registrable Securities. The Company shall not file any other registration statement with the SEC unless and until (i) the initial Registration Statement referred to in this Section 2(a) has been declared effective by the SEC and (ii) the Company shall have issued or caused to be issued to the Investor (A) one or more certificates representing the Initial Purchase Shares and the Commitment Shares free from all restrictive and other legends or (B) a number of shares of Common Stock equal to the number of Initial Purchase Shares and Commitment Shares as DWAC Shares, in each case in accordance with Section 6(b) of the Purchase Agreement. The Investor and Legal Counsel its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or amendment supplement to such Registration Statement and any related prospectus prior to its filing with the CommissionSEC, and the Company shall give due consideration to all such reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or and any amendment declared effective by the Commission prior to SEC at the Effectiveness Deadlineearliest possible date. Subject to Allowable Grace Periods (as defined herein below), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales the resale by the Investor of all of the Registrable Securities covered thereby at all times until the date as of on which the Investor no longer owns any shall have resold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.

Mandatory Registration. The No later than three Business Days prior to the Initial Filing Deadline of the Resale Registration Statement the Company shall prepare deliver to the Stockholder Representative a draft of the Resale Registration Statement and consider in good faith any comments made by the Stockholder Representative and incorporate therein any agreed upon changes. Subject to any Permitted Delay, the Company shall prepare, and, as soon as practicable, practicable but in no event later than the Initial Filing Deadline, file with or confidentially submit to the Commission an initial SEC a Resale Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times (including any Registrable Securities to be distributed to members, general partners or limited partners or shareholders of any Holders that is a venture capital fund, institutional investor or pooled investment vehicle (each an “Institutional Shareholder”)). Each Holder who will include its shares in the Resale Registration Statement shall sign and return to the Company a Selling Stockholder questionnaire in substantially the form attached hereto as Exhibit B. The Company shall use its commercially reasonable efforts to (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable after the filing thereof and (ii) keep such Resale Registration Statement continuously effective and in compliance with the 1933 Act and useable until such time as the date as restrictive legends and/or similar designations on the Shares of Seller have been removed pursuant to Section 3(d), including by filing successive replacement or renewal Registration Statements upon the expiration of such Resale Registration Statement. If (i) there is material non-public information regarding the Company the disclosure of which the Investor no longer owns any Company determines in its reasonable good faith judgement (after consultation with its legal advisors) that the sale of Registrable Securities (pursuant to the “Registration Period”). The Resale Registration Statement (including any amendments or supplements thereto would require public disclosure of such material non-public information that Parent is not otherwise obligated to disclose and prospectuses contained therein) shall not contain any untrue statement that the immediate disclosure of a material fact or omit such information would be detrimental to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline Parent or (ii) the Company determines the Resale Registration Statement is proposed to be delayed or suspended would reasonably be expected to, if not declared effective by delayed or suspended, have an adverse effect on any pending negotiation or plan of the Effectiveness DeadlineCompany to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or other similar transaction, in each casecase that, for any reason or no reasonif consummated, would be material to the Company, then the Company shall pay to Purchaser may postpone or its designee an amount equal to $10,000 for each day following the Filing Deadline suspend filing or Effectiveness Deadline, as applicable, until the effectiveness of such Resale Registration Statement has been filed with or use of the Commission or prospectus under the Resale Registration Statement has been declared effective, as applicable(a “Permitted Delay”); provided that the Company shall not be entitled to exercise a Permitted Delay (A) more than once during any six (6) month period or (B) for a period exceeding forty-five (45) days on any one occasion.

Mandatory Registration. The No later than thirty (30) days after the date of this Agreement or such other date as may otherwise be agreed to in writing by the Company and Mr. Van Rijk (such date, the “Mandatory Shelf Filing Date”), the Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, and use its commercially reasonable efforts to file a registration statement with the Commission an initial Registration Statement on Form S-1 S-3 under the Securities Act providing for registration and resale, on a continuous or S-3delayed basis and from time to time pursuant to Rule 415 under the Securities Act, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor Securities then outstanding; provided, however, that if the Company is not eligible to file and Legal Counsel use a Form S-3 to register resales by the Holders by the Mandatory Shelf Filing Date it shall have prepare and use its commercially reasonable efforts to file such form of registration statement as is then available to permit resales by the Holders on a reasonable opportunity continuous or delayed basis (including a Form S-1); provided, further, that if the Company has filed the registration statement on a form other than Form S-3 and subsequently becomes eligible to review and comment upon such Registration Statement use Form S-3 or any equivalent or successor form or forms, the Company may elect, in its sole discretion, to (i) file a post-effective amendment to the registration statement converting such registration statement to a registration statement on Form S-3 or any equivalent or successor form or forms or (ii) withdraw such registration statement and file a registration statement on Form S-3 or any equivalent or successor form or forms, (the registration statement on such form, as amended or supplemented, the “Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion thereinStatement”). The Company shall use its commercially reasonable best efforts to have cause the Registration Statement or amendment to be declared effective under the Securities Act by the Commission prior to as soon as reasonably practicable after the Effectiveness DeadlineMandatory Shelf Filing Date. Subject to Allowable Grace Periods (as defined herein below), the The Company shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective pursuant to Rule 415 promulgated under the Securities Act and available for sales until the earlier of (A) the date when all of the Registrable Securities at all times until covered by such Registration Statement have been sold, and (B) the date as on which all of which the Investor no longer owns any Consideration Shares cease to be Registrable Securities hereunder (such period, the “Registration Effectiveness Period”). The Registration Statement when effective (including any amendments or supplements thereto the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and prospectuses contained therein) shall the Exchange Act and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein, therein or necessary to make the statements thereintherein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that the Registration Statement becomes effective, but in which they were madeany event within two (2) Business Days of such date, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file provide the Holders with written notice of the effectiveness of the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicableStatement.

Mandatory Registration. The Company shall prepare and, as soon as reasonably practicable, but an in no any event later than within twenty (20) Business Days of the Filing Deadline, date of this Agreement file with the Commission SEC, an initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of Registrable Securitiesauthorized shares of the Company’s Common Stock then available for issuance in its Charter and the Exchange Cap (each as defined in the Purchase Agreement), provided, however, that the Company may delay filing or suspend the use of any Registration Statement if the Company determines, upon advice of legal counsel, that in order for the registration statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if the Company’s Board of Directors, upon advice of legal counsel, reasonably believes that such filing or use could materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that could materially adversely affect the Company. The initial Registration Statement shall register with the Commission for resale all of only the Registrable Securities. The Investor and Legal Counsel its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or amendment supplement to such Registration Statement and any related prospectus Prospectus (as defined below) prior to its filing with the CommissionSEC, and the Company shall give due consideration to all such comments. The Investor acknowledges that it will be identified in the initial Registration Statement as an underwriter within the meaning of Section 2(a)(11) of the Securities Act and shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or and any amendment declared effective by the Commission prior to SEC at the Effectiveness Deadlineearliest practicable date. Subject to Allowable Grace Periods (as defined herein below), the The Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of on which the Investor no longer owns any shall have resold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement, (ii) all of the Registrable Securities may be sold by the Investor without Registration pursuant to Rule 144 without limitation as to volume and manner of sale restrictions and no Available Amount remains under the Purchase Agreement, (iii) six months after the termination of the Purchase Agreement, and (iv) one year after the date on which no Available Amount remains under the Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses Prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.

Mandatory Registration. The Company shall prepare andshall, as soon as practicable, but in no event later than within twenty (20) calendar days from the Filing Deadlinedate of this Agreement, file with the Commission SEC an initial Registration Statement on Form S-1 or S-3covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, or regulations and interpretations so as to permit the resale of such other form or forms as may be reasonably acceptable Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), subject to the Investor and Legal Counsel, covering the resale by the Investor aggregate number of Registrable Securities. The Registration Statement shall register with the Commission for resale all authorized shares of the Registrable SecuritiesCompany’s Common Stock then available for issuance in its Certificate of Incorporation. The Investor and Legal Counsel its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or amendment supplement to such Registration Statement and any related prospectus prior to its filing with the CommissionSEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or and any amendment declared effective by the Commission SEC within ninety (90) calendar days from the date hereof (or at the earliest possible date if prior to ninety (90) calendar days from the Effectiveness Deadlinedate hereof). Subject to Allowable Grace Periods (as defined herein below), the The Company shall use reasonable best efforts to keep the Registration Statement effective effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for sales the resale by the Investor of all of the Registrable Securities covered thereby at all times until the the date as of on which the Investor no longer owns any shall have sold all the Registrable Securities covered thereby (the “"Registration Period”"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to In the contrary stated hereinevent that the Registration Statement becomes stale, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed immediately file one or more post-effective amendments to file the obtain an effective Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicableStatement.

Mandatory Registration. The No later than December 31, 1999, (the "FILING DEADLINE"), the Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, and file with the Commission an initial SEC a Registration Statement or Registration Statements (as is necessary) on Form S-1 or S-3S-3 (or, or if such form is unavailable for such a registration, on such other form or forms as may be reasonably acceptable is available for such a registration, subject to the Investor consent of each Buyer and Legal Counselthe provisions of Section 2(e), which consent will not be unreasonably withheld), covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor Securities and Legal Counsel no other Securities of any kind by any person or entity, which Registration Statement(s) shall have a reasonable opportunity to review and comment upon state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from stock splits, stock dividends or amendment to such similar transactions. Such Registration Statement shall initially register for resale 1,000,000 shares of Common Stock, subject to adjustment as provided in Section 3(b), and any related prospectus prior such registered shares of Common Stock shall be allocated among the Investors pro rata based on the total number of Registrable Securities issued or issuable as of each date that a Registration Statement, as amended, relating to its filing with the Commission. The Investor shall furnish all information reasonably requested resale of the Registrable Securities is declared effective by the Company for inclusion thereinSEC. The Company shall use its reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to SEC within one hundred and twenty (120) days after the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities Filing Deadline (the “Registration Period”"REGISTRATION DEADLINE"). The Registration Statement Company shall permit the registration statement to become effective within five (including any amendments or supplements thereto and prospectuses contained therein5) shall not contain any untrue statement business days after receipt of a material fact or omit to state a material fact required to be stated therein, or necessary to make "no review" notice from the statements therein, in light of SEC. In the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) event that the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, SEC by the Registration Deadline then the Company shall pay a penalty to Purchaser or its designee an amount each Buyer equal to $10,000 2% of the purchase price for Common Stock purchased by each Investor and still held by each Buyer for each thirty (30) day following period beyond the Filing Registration Deadline or Effectiveness Deadline, as applicable, until that the Registration Statement has been filed with is not declared effective by the Commission SEC (the "REGISTRATION DEADLINE PENALTY"). The Registration Deadline Penalty shall be immediately payable by the Company on demand by the Investor in either cash or Common Stock of the Registration Statement has been declared effective, as applicable.Company at the election of the Company upon delivery to the Company of a notice of such default by the Investor. 3

Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. (a) The Company shall use its reasonable best efforts to have prepare and file no later than five (5) Business Days following the filing of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016 with the Commission (such filing date, the “Shelf Filing Date”) a registration statement with the Commission providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, of all of the Registrable Securities then outstanding from time to time; such registration statement shall be on Form S-3 (or any equivalent or successor form) under the Securities Act (the registration statement on such form, as amended or supplemented, the “Registration Statement”). The Company shall use its commercially reasonable efforts to cause the Registration Statement or amendment to be declared effective under the Securities Act by the Commission prior to as soon as reasonably practicable after the Effectiveness DeadlineShelf Filing Date. Subject to Allowable Grace Periods (as defined herein below), the The Company shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective pursuant to Rule 415 promulgated under the Securities Act and available for sales until the earlier of (A) the date when all of the Registrable Securities at all times until covered by such Registration Statement have been sold and (B) the date as on which all of which the Investor no longer owns any Purchased Shares cease to be Registrable Securities hereunder (such period, the “Registration Effectiveness Period”). The Registration Statement when effective (including any amendments or supplements thereto the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and prospectuses contained therein) shall the Exchange Act and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein, therein or necessary to make the statements thereintherein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that the Registration Statement becomes effective, but in which they were madeany event within one (1) Business Day of such date, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file provide the Holders with written notice of the effectiveness of the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicableStatement.

Mandatory Registration. The (a) Within thirty (30) days after the Closing (or, if the date that is thirty (30) days after the Closing is not a business day, the next business day immediately following such date), the Company shall will prepare and, as soon as practicable, but in no event later than the Filing Deadline, and file with the Commission an initial Registration Statement SEC a registration statement on Form S-3 or any successor form (except that if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on Form S-1 or S-3any successor form) for the purpose of registering under the Securities Act all of the Registrable Securities for resale by, or such other form or forms and for the account of, the Holders as may be reasonably acceptable to selling stockholders thereunder (the Investor and Legal Counsel, covering the resale by the Investor of Registrable Securities“Registration Statement”). The Registration Statement shall register with permit the Commission for resale Holders to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Securities. The Investor and Legal Counsel shall have a Company agrees to use commercially reasonable opportunity efforts to review and comment upon such cause the Registration Statement or amendment to such become effective as soon as practicable (which shall include using commercially reasonable efforts to respond to any comments of the SEC in respect of the Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion thereinwithin ten (10) business days following receipt thereof). The Company shall use its reasonable best efforts to have the Registration Statement or amendment declared effective by the Commission prior to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein below), the Company shall use reasonable best efforts be required to keep the Registration Statement effective pursuant to Rule 415 promulgated under until such date that is the Securities Act and available for sales earlier of (i) the date when all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company registered thereunder shall have failed to file the Registration Statement by the Filing Deadline been sold or (ii) two (2) years after the Closing, subject to extension as set forth below (such date is referred to herein as the “Mandatory Registration Termination Date”). Thereafter, the Company shall be entitled to withdraw the Registration Statement and the Holders shall have no further right to offer or sell any of the Registrable Securities pursuant to the Registration Statement (or any prospectus relating thereto). In the event the right of the selling Holders to use the Registration Statement (and the prospectus relating thereto) is delayed or suspended pursuant to Sections 4(c) or 10 hereof, if the events described in subsection (a)(i) or (ii) have not yet occurred, the Company shall be required to extend the Mandatory Registration Termination Date by the same number of days as such delay or Suspension Period (as defined in Section 10 hereof), provided that such delay is not the result of the Holders’ failure or delay to furnish information required under Section 5 hereof. (b) Within three (3) business days after a Registration Statement that covers applicable Registrable Securities is declared effective by the Effectiveness DeadlineSEC, in each case, for any reason or no reason, then the Company shall pay deliver, or shall cause legal counsel to Purchaser or its designee an amount equal deliver, to $10,000 the transfer agent for each day following such Registrable Securities (with copies to the Filing Deadline or Effectiveness Deadline, as applicable, until the Holders whose Registrable Securities are included in such Registration Statement has been filed with the Commission or the Statement) confirmation that such Registration Statement has been declared effective, effective by the SEC in substantially the form attached hereto as applicable.Exhibit B.

Mandatory Registration. The Company shall prepare and, as soon as reasonably practicable, but an in no any event within the later than of (i) twenty (20) Business Days of the Filing Deadline, date of this Agreement or (ii) ten (10) Business Days from the date the SPAC Registration Statement (as defined in the Purchase Agreement) is declared effective by the SEC file with the Commission SEC, an initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of Registrable Securitiesauthorized shares of the Company’s Common Stock then available for issuance in its Second Amended and Restated Certificate of Incorporation and the Exchange Cap (as defined in the Purchase Agreement), provided, however, that the Company may delay filing or suspend the use of any Registration Statement if the Company determines, upon advice of legal counsel, that in order for the registration statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if the Company’s Board of Directors, upon advice of legal counsel, reasonably believes that such filing or use could materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that could materially adversely affect the Company. The initial Registration Statement shall register with the Commission for resale all of only the Registrable Securities. The Investor and Legal Counsel its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or amendment supplement to such Registration Statement and any related prospectus Prospectus (as defined below) prior to its filing with the CommissionSEC, and the Company shall give due consideration to all such comments. The Investor acknowledges that it will be identified in the initial Registration Statement as an underwriter within the meaning of Section 2(a)(11) of the Securities Act and shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or and any amendment declared effective by the Commission prior to SEC at the Effectiveness Deadlineearliest practicable date. Subject to Allowable Grace Periods (as defined herein below), the The Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of on which the Investor no longer owns any shall have resold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement, (ii) all of the Registrable Securities may be sold by the Investor without Registration pursuant to Rule 144 without limitation as to volume and manner of sale restrictions and no Available Amount remains under the Purchase Agreement, (iii) six months after the termination of the Purchase Agreement, and (iv) one year after the date on which no Available Amount remains under the Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses Prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything to the contrary stated herein, in addition to any other remedies available at law or equity or as set forth herein, in the Purchase Agreement or otherwise, if (i) the Company shall have failed to file the Registration Statement by the Filing Deadline or (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for any reason or no reason, then the Company shall pay to Purchaser or its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicable.

Mandatory Registration. The Commencing on the Trigger Date, the Company shall prepare prepare, and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission an initial SEC a Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Investor and Legal Counsel, S-3 covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration and reasonably acceptable to the Required Holders, subject to the provisions of Section 2(c). The Investor and Legal Counsel Registration Statement prepared pursuant hereto shall have a reasonable opportunity register for resale at least the number of Common Shares equal to review and comment upon the Required Registration Amount as of the date such Registration Statement or amendment is initially filed with the SEC. The Registration Statement shall contain (except if otherwise directed by the Required Holders) the “Selling Shareholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B; provided that the Company may make any changes to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably sections as requested by the Company for inclusion thereinSEC so long as none of such changes are materially inconsistent with the form attached hereto as Exhibit B or adversely affect any Investor (including, without limitation, any restrictions on the manner of disposition). The Company shall use its commercially reasonable best efforts to have the such Registration Statement or amendment declared effective by the Commission prior to SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. Subject to Allowable Grace Periods By 9:30 a.m. (as defined herein below)New York City time) on the Business Day immediately following the Effective Date of the applicable Registration Statement, the Company shall use reasonable best efforts file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to keep the Registration Statement effective be used in connection with sales pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the Investor no longer owns any Registrable Securities (the “such Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleadingStatement. Notwithstanding anything to the contrary stated hereincontained in this Agreement, in addition to any other remedies available at law or equity or as set forth hereinthan during an Allowable Grace Period, in the Purchase Agreement or otherwise, if (i) the Company shall have failed ensure that, when filed and at all times while effective, each Registration Statement and the prospectus used in connection with such Registration Statement will disclose (whether directly or through incorporation by reference to file other SEC filings to the extent permitted) all material information regarding the Company and its securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement filed pursuant to Section 2(a) without the prior written consent of the Required Holders. The Company shall not after the date hereof until the Effective Date of the Registration Statement by the Filing Deadline or (iirequired to be filed pursuant to this Section 2(a) the Registration Statement is not declared effective by the Effectiveness Deadline, in each case, for enter into any reason or no reason, then the Company shall pay agreement providing any such right to Purchaser or any of its designee an amount equal to $10,000 for each day following the Filing Deadline or Effectiveness Deadline, as applicable, until the Registration Statement has been filed with the Commission or the Registration Statement has been declared effective, as applicablesecurity holders.

Mandatory Registration. (a) The Company shall prepare and, as soon promptly as practicable, but in no any event later within 30 days from the date hereof, prepare and file at the Company's sole cost and expense (other than the Filing Deadlinefees and disbursements of counsel for the Shareholders and the underwriting discounts, file if any, payable in respect of the Registrable Securities sold by the Shareholders) one "shelf" registration statement with the Securities and Exchange Commission an initial Registration Statement (the "COMMISSION") on Form S-1 or S-3, or such other the appropriate form or forms as may be reasonably acceptable pursuant to Rule 415 of the Investor and Legal Counsel, Securities Act covering the resale by the Investor of Registrable Securities. The Registration Statement shall register with the Commission for resale all of the Registrable Securities. The Investor and Legal Counsel In no event shall have a reasonable opportunity to review and comment upon such Registration Statement or amendment to such Registration Statement and any related prospectus prior to its filing with the Commission. The Investor shall furnish all information reasonably requested by the Company for inclusion thereinbe required to file more than one registration statement on the appropriate form. The Company shall will use commercially reasonable efforts through its reasonable best efforts officers, directors, auditors, and counsel to have cause such registration statement to become effective as promptly as practicable following the Registration Statement or amendment declared effective by filing thereof. (b) In the Commission prior event of a registration pursuant to the Effectiveness Deadline. Subject to Allowable Grace Periods (as defined herein belowSection 1(a), the Company shall use commercially reasonable best efforts to cause the Registrable Securities so registered to be registered or qualified for sale under the securities or blue sky laws of such states as the Shareholders may reasonably request to permit the resale of the Registrable Securities in such states; and do such other reasonable acts and things as may be required of it to enable such holder to consummate the disposition in such states; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this Section 1(b) in which it is not otherwise required to qualify to do business. (c) The Company shall keep effective any registration or qualification contemplated by this Section 1 and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Registration Statement effective Shareholders to complete the offer and sale of the Registrable Securities covered thereby. The Company shall keep such registration or qualification in effect until the earlier of (i) the second anniversary of the date that the registration statement was declared effective, (ii) the first date upon which all Shareholders are free to sell such Registrable Securities under Rule 144 of the Securities Act or (iii) the date that the Shareholders have sold or otherwise transferred all the Registrable Securities under a registration statement, pursuant to Rule 415 promulgated 144 under the Securities Act or otherwise. (d) In the event of a registration pursuant to Section 1(a), the Company shall furnish to each Shareholders such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), such reasonable number of copies of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as any Shareholders may reasonably request to facilitate the disposition of the Registrable Securities included in such registration. (e) In the event of a registration pursuant to Section 1(a), the Company shall furnish each Shareholder so registered with an opinion of its counsel (in form and substance reasonably acceptable to the Shareholders) to the effect that (i) the registration statement has become effective under the Securities Act and available no order suspending the effectiveness of the registration statement, preventing or suspending the use of the registration statement, any preliminary prospectus, any final prospectus, or any amendment or supplement thereto has been issued, nor has the Commission or any securities or blue sky authority of any jurisdiction instituted or to the knowledge of such counsel threatened to institute any proceedings with respect to such an order, (ii) the registration statement and each prospectus forming a part thereof (including each preliminary prospectus), and any amendment or supplement thereto, comply as to form with the Securities Act and the rules and regulations thereunder, and (iii) such counsel has no knowledge of any material misstatement or omission in such registration statement or any prospectus, as amended or supplemented. Such opinion shall also state the jurisdictions in which the Registrable Securities have been registered or qualified for sales of sale pursuant to Section 1(b). (f) The Company agrees that until all the Registrable Securities have been sold under a registration statement or pursuant to Rule 144 under the Securities Act, it will keep current in filing all reports, statements and other materials required to be filed with the Commission to permit holders of the Registrable Securities at all times until to sell such securities under Rule 144 of the date Securities Act. (g) The Company shall notify the Shareholders promptly when such registration statement and any amendments and supplements thereto have become effective or any supplements to any prospectus forming a part of such registration statement have been filed. The Company shall notify the Shareholders promptly of the happening of any event as a result of which the Investor no longer owns any Registrable Securities (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein, therein or necessary to make the statements therein, therein not misleading in light of the circumstances in which they were madethen existing, not misleading. Notwithstanding anything and use commercially reasonable efforts to update and/or correct such prospectus as promptly as practicable by preparing a supplemental or post effective amendment to a registration statement or a supplement to the contrary stated herein, related prospectus or any document incorporated or deemed incorporated by reference and filing the same with the Commission. Each Shareholder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in addition to any other remedies available at law this Section 1(g) such Shareholder will forthwith discontinue disposition of such Registrable Securities covered by such registration statement or equity or as set forth herein, in the Purchase Agreement or otherwise, if prospectus until such Shareholder (i) receives copies of the supplemented or amended prospectus and has been advised in writing by the Company shall have failed to file the Registration Statement by the Filing Deadline that such supplemented or amended prospectus may be used, or (ii) the Registration Statement is not declared effective advised in writing by the Effectiveness DeadlineCompany that the use of the applicable prospectus may be resumed. If so directed by the Company, in each caseShareholder will deliver to the Company all copies, for any reason or no reasonother than permanent file copies, then in such Shareholder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of the notice referred to in the immediately preceding sentence. (h) The Company shall notify the Shareholders promptly of the issuance by the Commission of any stop or other order suspending the effectiveness of the registration statement. If at any time the Company shall pay receive any such order, the Company shall use commercially reasonable efforts to Purchaser obtain the withdrawal or its designee an amount equal to $10,000 for each day following lifting of such order at the Filing Deadline earliest possible time. Each Shareholder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in this Section 1(h), such Shareholder will forthwith discontinue disposition of such Registrable Securities covered by any registration statement or Effectiveness Deadline, as applicable, prospectus until the Registration Statement such order has been filed withdrawn or lifted. (i) If requested by the underwriter for any underwritten offering of Registrable Securities on behalf of the Shareholders pursuant to a registration requested under Section 1(a), the Company and the Shareholders will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company and the Company's counsel, the Shareholders and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Shareholders and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by the Shareholders, including, without limitation, indemnities substantially to the effect and to the extent provided in Section 2 hereof. (j) The Company shall use commercially reasonable efforts to have the Registrable Securities included for quotation on the Nasdaq National Market. (k) In connection with the Commission registration of Registrable Securities pursuant to a registration statement, each Shareholder shall furnish to the Company such information regarding himself or itself and the Registration Statement has been declared effective, intended method of disposition of Registrable Securities as applicablethe Company shall reasonably request in order to effect the registration thereof .