Common use of Mandatory Registration Clause in Contracts

Mandatory Registration. i. The Company shall file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all of the Registrable Securities) covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—], 2014 (the “Initial Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act, shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. Notwithstanding the registration obligations set forth in this Section 2, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. The Company shall prepare and, as soon as practicable after, but in no case greater than forty-five (45) days after the closing of the Business Combination, file with the SEC and use its reasonable best efforts to cause to become effective a Commission the Initial Registration Statement on Form S-3 S-1 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all of the Registrable Securitiesor any successor form) covering the resale by the Investor of the maximum number of Registrable Securities as soon shall be permitted to be included thereon in accordance with applicable Commission rules, regulations and interpretations so as practicable to permit the resale of such Registrable Securities by the Investor under Rule 415 under the Securities Act at then prevailing market prices (and in no event later than April [—], 2014 not fixed prices) (the “Initial Registration Statement”). The Initial Registration Statement filed hereunder, to shall contain the extent allowable under “Selling Stockholder” and “Plan of Distribution” sections in substantially the Securities Act, shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock form attached hereto as may become issuable upon conversion of the Conversion Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. Notwithstanding the registration obligations set forth in this Section 2, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Exhibit A. The Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to have the Initial Registration Statement as required declared effective by the SEC and/or Commission as soon as reasonably practicable following the filing thereof with the Commission, but no later than the earlier of (bi) withdraw the 120th calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Initial Registration Statement (including a limited review) and file a new registration statement (a “New Registration Statement”)ii) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, in either case covering the maximum number of Registrable Securities permitted to be registered whichever is earlier) by the SEC, on Form S-3 Commission that the Initial Registration Statement will not be “reviewed” or such other form available will not be subject to register for resale the Registrable Securities as a secondary offeringfurther review; provided, however, that prior the Company’s obligations to filing include the Registrable Securities in the Initial Registration Statement are contingent upon Investor furnishing in writing to the Company such amendment or New Registration Statementinformation, and executing such documents, in connection with such registration as the Company may reasonably request in accordance with Section 4(a); provided, further, that the Company shall be obligated entitled to postpone and suspend the effectiveness or use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, if applicable, during any customary blackout or similar period or as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)permitted hereunder. v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. The Company shall prepare, and, on or prior to thirty (30) days after the initial issuance date of the Shares (the "CLOSING DATE"), file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or, if Form S-3 such form is not then availableunavailable for such a registration, on such other form of Registration Statement as is then available for such a registration, subject to effect a Registration the consent of each Buyer and the provisions of Section 2(c), which consent will not be unreasonably withheld), covering the resale of all of the Registrable Securities, which Registration Statement(s) covering the resale of the Registrable Securities as soon as practicable and shall state that, in no event later than April [—], 2014 (the “Initial Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable accordance with Rule 416 promulgated under the Securities 1933 Act, shall state that such Initial Registration Statement Statement(s) also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion exercise of the Conversion Shares Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. Notwithstanding the registration obligations set forth in this Section 2, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Such Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to shall initially register for resale the Registrable Securities as a secondary offering; provided, however, that prior number of shares of Common Stock equal to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration 125% of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular issuable as of the date immediately preceding the date the Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate is initially filed with the SEC for as if such date of registration was a date on which the registration Warrants were exercised or exercisable, subject to adjustment as provided in Section 3(b). Such registered shares of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, Common Stock shall be allocated among the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a Investors pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities issued or issuable as of each date that were not registered for resale on the Initial a Registration Statement, as amended, or relating to the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority resale of the Registrable Securities is declared effective by the SEC. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC within ninety (90) days after the Closing Date (the "Scheduled Effective Date"). If the Registration statement is not declared effective by the SEC on or before the Scheduled Effective Date, then outstandingfor each consecutive thirty (30) day period following the Scheduled Effective Date, each Investor shall, until such time as the Registration Statement is declared effective by the SEC (all such payments to be made in cash and nonrefundable on the first day of each thirty (30) day period), be entitled to an amount equal to the product of (i) one percent, multiplied by (ii) the Purchase Price paid by such Investor.

Mandatory Registration. i. The Company shall file with the SEC United States Securities and use its reasonable best efforts to cause to become effective Exchange Commission ("SEC"), on the date which is on or before forty-five (45) calendar days after the Closing Date (the "FILING DEADLINE") a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration registration of all of the Registrable Securities) covering the resale of the Registrable Securities as soon as practicable Warrant Shares and in no event later than April [—]any Additional Investment Right Warrant Shares issued upon exercise of the Additional Investment Rights, 2014 (the “Initial which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act, Act and the rules promulgated thereunder shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion exercise of the Conversion Shares Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. iitransactions (the "INITIAL REGISTRATION STATEMENT"). Notwithstanding The Registrable Securities included in the registration obligations Initial Registration Statement shall be registered on behalf of the Investors as set forth in this Section 11(k) hereof. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Initial Investors and their counsel at least two (2) Business Days prior to its filing or other submission. If for any reason (including, but not limited to, a determination by the staff of the SEC that all or any portion of the Registrable Securities cannot be included in the event Initial Registration Statement (an "SEC DETERMINATION")) the Initial Registration Statement declared effective by the SEC informs the Company that does not include all of the Registrable Securities cannot, as a result of (any such shares that are not included being the application of Rule 415, be registered for resale as a secondary offering on a single registration statement"UNCOVERED SHARES"), the Company shall promptly inform each of the Purchasers prepare and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly soon as allowed by practicable, but in any event prior to the SEC tenth (10th) Business Day after becoming aware of the existence of any Uncovered Shares (such date referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), either (a) an amendment (the "UNCOVERED SHARES AMENDMENT") to the Initial Registration Statement effecting a registration of the Uncovered Shares or (b) a registration statement which registers the Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the SEC Guidance Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Initial Investors and their counsel at least concurrently with its filing or other submission. The Company or shall use its reasonable efforts to registrants cause each of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration StatementStatement and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to become effective as soon as practicable after the filing thereof. The Company shall use its reasonable efforts to cause each Registration Statement required to be filed pursuant to this Section 2(a) to become effective as soon as practicable, but, as amended, or to the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Initial Registration Statement filed pursuant to this Section 2.A. without 2(a), in no event later than the prior written consent of one hundred and twentieth (120th) calendar day after the Purchasers holding at least a majority of Closing Date, and as to any Uncovered Shares Amendment or Uncovered Shares Registration Statement, in no event later than the Registrable Securities then outstanding60th day after the Uncovered Shares Filing Deadline.

Mandatory Registration. i. The (i) Following the date of this Agreement, the Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all of the Registrable Securities) , subject to the consent of the Investors (which consent shall not be unreasonably withheld)), covering the resale of all of the Registrable Securities as soon as practicable and in no event later than April [—]Securities, 2014 (the “Initial which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities ActAct and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion exercise of or otherwise pursuant to or in respect of the Conversion Shares Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than 16,000,000, subject to adjustment for any Stock Event (as defined in the Warrants) occurring prior to the effective date of such Registration Statement. (ii. Notwithstanding ) If for any reason, despite the registration obligations set forth in this Section 2, in the event the SEC informs the Company that Company’s use of its reasonable best efforts to include all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as requested or required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without 2(a)(i) (and subject to Section 3(p) below), the prior written SEC does not permit all such Registrable Securities to be included in such Registration Statement, or for any other reason any such Registrable Securities are not then included in a Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Purchasers holding at least Investors, which consent shall not be unreasonably withheld) covering the resale of all Registrable Securities requested or required to be included in such Registration Statement filed pursuant to Section 2(a)(i) and not already covered by an existing and effective Registration Statement for an offering to be made on a majority continuous basis pursuant to Rule 415. (iii) Subject to any SEC comments, any Registration Statement pursuant to this Section 2(a) shall include a “plan of distribution” approved by the holders of a majority-in-interest of the Registrable Securities to be included in such Registration Statement. No Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to, and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of each Investor and its Legal Counsel (as defined below) prior to its filing or other submission. (iv) At any time after the effective date of the applicable Registration Statement, the Company may suspend the use of any prospectus forming a part of such Registration Statement if the Company determines that it would otherwise be required to disclose material non-public information concerning the Company, the disclosure of which (i) is not otherwise required and which the Company has a bona fide business purpose for preserving in confidence and (ii) at the time is not, in the good faith opinion of the Company and its counsel, in the best interests of the Company (the period of such suspension, a “Grace Period”); provided, that the Company shall (i) promptly notify the Investors in writing of the existence of material non-public information giving rise to a Grace Period (provided that in each notice the Company shall not disclose the content of such material non-public information to any Investor unless otherwise requested in writing by such Investor) and the date on which the Grace Period will begin, and (ii) as soon as such date may be determined, promptly notify the Investors in writing of the date on which the Grace Period ends; and, provided, further, that (A) no Grace Period shall exceed forty-five (45) consecutive days, (B) during any three hundred sixty-five (365) day period, such Grace Periods shall not exceed an aggregate of seventy-five (75) days, and (C) the first day of any Grace Period must be at least ten (10) Trading Days after the last day of any prior Grace Period (each Grace Period that satisfies all of the requirements of this Section 2(a)(iv) being referred to as an “Allowable Grace Period”). For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Investors receive the notice referred to in clause (i) and shall end on and include the later of the date the Investors receive the notice referred to in clause (ii) and the date referred to in such notice. The provisions of Section 3(e) hereof shall not be applicable during the period of any Allowable Grace Period and the unavailability of a Registration Statement for resales of the Registrable Securities on any day during an Allowable Grace Period shall not constitute a “Registration Failure.” Upon expiration of the Grace Period, the Company shall again be bound by the first sentence of Section 3(e) with respect to the information giving rise thereto unless such material non-public information is no longer applicable. If the Company notifies the Investors in accordance with this Section 2(a)(iv) to suspend the use of any prospectus forming a part of a Registration Statement filed hereunder during an Allowable Grace Period, then outstandingthe Investors shall suspend use of such prospectus until the end of such Allowable Grace Period.

Mandatory Registration. i. (i) The Company shall prepare and file with the SEC SEC, as soon as possible after the Closing Date and use its reasonable best efforts to cause to become effective no later than thirty (30) days following the Closing Date (the "Required Filing Date"), either a Registration Statement on Form S-3 (oror an amendment to an existing Registration Statement, if Form S-3 is not then available, on such form in either event registering for resale by the Investors a sufficient number of Registration Statement as is then available shares of Common Stock for the Investors to effect a Registration of all of the Registrable Securities) covering the resale of sell the Registrable Securities (or such lesser number as soon as practicable and may be required by the SEC, but in no event later less than April [—]three hundred percent (300%) of that number of shares of the Company's Common Stock into which the relevant Debentures and all interest thereon through their respective Maturity Dates would be convertible at the time of filing of such Registration Statement (assuming for such purposes that all such Debentures had been eligible to be converted, 2014 (the “Initial Registration Statement”)and had been converted, into Conversion Shares in accordance with their terms, whether or not such accrual of interest, eligibility or conversion had in fact occurred as of such date) . The Initial Registration Statement filed hereunder(W) shall include the Registrable Securities and (X) shall also state that, to the extent allowable in accordance with Rule 416 and 457 under the Securities Act, shall state that such Initial Registration Statement it also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares Debentures to prevent dilution resulting from stock splits, splits or stock dividends or similar transactionsdividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date no later than ninety (90) days after the Closing Date (the "Required Effective Date"). (ii. Notwithstanding ) If at any time (an "Increased Registered Shares Date"), the registration obligations set forth in number of shares of Common Stock represented by the Registrable Securities, issued or to be issued as contemplated by the Transaction Agreements, exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within ten (10) business days after receipt of a written notice from any Investor, either (X) amend the relevant Registration Statement filed by the Company pursuant to the preceding provisions of this Section 2, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial if such Registration Statement as required has not been declared effective by the SEC and/or at that time, to register one hundred ten percent (b110%) withdraw of such Registrable Shares, computed as contemplated by the Initial immediately preceding subparagraph (i), or (Y) if such Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered has been declared effective by the SECSEC at that time, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate file with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular an additional Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts an "Additional Registration Statement") to advocate with the SEC for the registration register one hundred ten percent (110%) of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on Common Stock represented by the Registrable Shares, computed as contemplated by the immediately preceding subparagraph (i), that exceed the aggregate number of shares held by such holders). ivof Common Stock already registered. In The Company will use its reasonable best efforts to cause the event the Company amends the Initial amended Registration Statement or files a New the Additional Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, be declared effective as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities possible and in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall later than (90) days after the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstandingIncreased Registered Shares Date.

Mandatory Registration. i. The Company shall file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement on Form S-3 (orprepare and, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all of the Registrable Securities) covering the resale of the Registrable Securities as soon promptly as practicable and but in no event later than April [—]the Filing Date, 2014 (file with the “Initial Registration Statement”). The Initial Commission a Registration Statement filed hereunder, to the extent allowable under the Securities Act, shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. Notwithstanding the registration obligations set forth in this Section 2, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in a resale offering to be made on a continuous basis. The Registration Statement shall contain (except if otherwise directed by the Holders or required in order to address written comments to the Registration Statement received from the Commission upon review of such Registration Statement) the “Plan of Distribution” section in substantially the form attached as Annex A hereto, as the same may be amended in accordance with the SEC Guidanceprovisions of this Agreement; provided, including however, that no Holder shall be named as an “underwriter” without limitation, Compliance and Disclosure Interpretation 612.09 of such Holder’s express prior written consent. Subject to the rules adopted under the Securities Act. iii. Notwithstanding any other provision terms of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will shall use its commercially reasonable efforts to file with cause the SEC, Registration Statement to be declared effective under the 1933 Act as promptly as allowed practicable after the filing thereof, but in any event prior to the Effectiveness Date, and shall use its commercially reasonable efforts to keep the initial Registration Statement continuously effective under the 1933 Act until the earliest to occur of the date on which (i) each Holder may sell all Registrable Securities then held by it pursuant to the provisions of Rule 144 without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, and any legend restricting further transfer with regard to such Registrable Securities has been removed, (ii) all Registrable Securities covered by such Registration Statement have been sold by the SEC or Holders, (iii) all Registrable Shares have ceased to be outstanding, (iv) all Registrable Securities have been sold in a private transaction in which the SEC Guidance provided transferor’s rights under this Agreement are not assigned to the Company transferee of the securities, or (v) with respect to registrants of securities in generala Holder, one or more registration statements on Form S-3 or when such other form available Holder ceases to register for resale those hold Registrable Securities and, with respect to all Holders in the event that were not registered for resale on the Initial Registration StatementHolders, as amendedin the aggregate, or beneficially own less than two percent (2%) of the New Registration Statement outstanding shares of Common Stock (the “Remainder Registration StatementsEffectiveness Period”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. The Company shall shall, within thirty (30) calendar days from the date of the Purchase Agreement, prepare and file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement covering the resale of all of the Registrable Securities so as to permit the resale of such Registrable Securities by the Buyer, including but not limited to under Rule 415 under the Securities Act (“Rule 415”). Each Registration Statement filed hereunder shall be on Form S-3 (orS-3, or if Form S-3 is not then availableavailable to the Company, on Form S-1 or such other form of Registration Statement registration statement as is then available to effect a Registration registration for resale of all of the such Registrable Securities. The Buyer and its counsel shall have had a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to (a) covering cause the resale of the Registrable Securities Registration Statement to be declared effective as soon as practicable after the filing thereof, and in no event later than April [—], 2014 (the “Initial Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act, shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. Notwithstanding the registration obligations set forth in this Section 2, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw if applicable, keep the Initial Registration Statement effective pursuant to Rule 415 and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration sales of all of the Registrable Securities in accordance with at all times until the SEC Guidanceearlier of (i) the date on which the Buyer shall have sold, including without limitation, Compliance and Disclosure Interpretation 612.09 of either publicly pursuant to the rules adopted Registration Statement or pursuant to Rule 144 under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering Act (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities“Rule 144”), unless otherwise directed in writing by a holder as to its all the Registrable Securities, or (ii) the number date on which the Buyer can sell all of its Registrable Securities to be registered on such Registration Statement will first be reduced by under Rule 144 without restriction during any ninety (a90) Registrable Securities not acquired pursuant to the Purchase Agreement day period (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. abovecollectively, the Company will use its commercially reasonable efforts to file with the SEC“Registration Period”). When effective, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New each Registration Statement (including the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (documents incorporated therein by reference) will comply as defined to form in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent all material respects with all applicable requirements of the Purchasers holding at least Securities Act and the Exchange Act and shall not contain any untrue statement of a majority 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 Registrable Securities then outstandingcircumstances under which they were made, not misleading.

Mandatory Registration. i. The Following the date Warrants are issued pursuant to the Facility Agreement (the “Issuance Date”), the Company shall prepare, and, on or prior to the applicable Filing Deadline file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all registration of the Registrable Securities, subject to the consent of the Buyer, which consent will not be unreasonably withheld) covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—]issued on the applicable Issuance Date, 2014 (the “Initial which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities ActAct and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion exercise of or otherwise pursuant to the Conversion Shares Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. Notwithstanding The number of shares of Common Stock initially included in such Registration Statement shall be no less than the registration obligations set forth in this Section 2aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants issued on the Issuance Date (as defined herein), without regard to any limitation on the Buyer’s ability to exercise the Warrants, respectively. The Company acknowledges that the number of shares initially included in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file represents a new registration statement (a “New Registration Statement”), in either case covering good faith estimate of the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 shares issuable upon exercise of or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares Warrants issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must Issuance Date and shall be reduced first based on the number of shares held by such holders). ivamended if not sufficient. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the “Remainder Registration Statements”)approval, which shall not be unreasonably withheld, of) the Buyer and its counsel prior to its filing or other submission. v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. The (i) Following the date of this Agreement, the Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all of the Registrable Securities) , subject to the consent of the Required Investors, which consent shall not be unreasonably withheld), or file one or more prospectus supplements to an effective Shelf Registration Statement of the Company, covering the resale of all of the Registrable Securities as soon as practicable and in no event later than April [—]Securities, 2014 (the “Initial Registration Statement”). The Initial which Registration Statement filed hereunder(or prospectus supplement), to the extent allowable under the Securities ActAct and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement (or prospectus supplement) also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion (as applicable) of or otherwise pursuant to or in respect of the Conversion Shares Notes to prevent dilution resulting from stock splits, stock dividends dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement (or prospectus supplement) shall be no less than 54,968,244, subject to adjustment for any Stock Event occurring prior to the effective date of such Registration Statement. ii. Notwithstanding (i) If for any reason, despite the registration obligations set forth in this Section 2, in the event the SEC informs the Company that Company’s use of its reasonable best efforts to include all of the Registrable Securities cannotrequested or required to be included in any Registration Statement (or prospectus supplement) filed pursuant to Section 2(a)(i) (and subject to Section 3(j) below), as the SEC does not permit all such Registrable Securities to be included in such Registration Statement, or for any other reason any such Registrable Securities are not then included in a result of the application of Rule 415Registration Statement (or prospectus supplement), be registered for resale as a secondary offering on a single registration statement, then the Company shall promptly inform each prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as is then available to effect a Registration of the Registrable Securities) covering the resale of all Registrable Securities requested or required to be included in such Registration Statement filed pursuant to Section 2(a)(i) and not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. (ii) Subject to any SEC comments, any Registration Statement pursuant to this Section 2(a) shall include a “plan of distribution” in substantially the form attached hereto as Exhibit A. If requested by the SEC and/or (b) withdraw the Initial Registration Statement and file holders of a new registration statement (a “New Registration Statement”), in either case covering the maximum number majority-in-interest of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing be included in such amendment or New Registration Statement, the Company shall incorporate in the "plan of distribution" such information as such holders may reasonably request to have included therein. No Investor shall be obligated to use its commercially reasonable efforts to advocate with named as an “underwriter” in the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering without the Investor’s prior written consent. Each Registration Statement (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC each amendment or supplement thereto, and each request for the registration acceleration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to effectiveness thereof) shall be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant provided to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities Required Investors and Legal Counsel (as defined in the Stock Registration Rights Agreementbelow) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant prior to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders)its filing or other submission. iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. The (i) Following the date on which any or Notes are issued pursuant to the Purchase Agreement (each, an “Issuance Date”), the Company shall prepare, and file with the SEC and use its reasonable best efforts on or prior to cause to become effective the applicable Filing Deadline a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all registration of the Registrable Securities, subject to the consent of the Investors, which consent will not be unreasonably withheld) covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—]issued on the applicable Issuance Date, 2014 (the “Initial which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities ActAct and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares Notes or otherwise pursuant to the Notes to prevent dilution resulting from changes in stock prices, stock splits, stock dividends dividends, stock issuances or similar transactions. The number of shares of Common Stock included in such Registration Statement shall be no less than the aggregate number of shares that are then issuable upon conversion of the Notes, and/or otherwise pursuant to the Notes issued on the Issuance Date, without regard to any limitation on the Investors’ ability to convert the Notes. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of) the Investors and their counsel prior to its filing or other submission. (ii. Notwithstanding the registration obligations set forth in this Section 2, in the event ) If for any reason the SEC informs the Company that does not permit all of the Registrable Securities cannot, as a result of to be included in the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by filed pursuant to Section 2(a)(i) above (the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Limited Registration Statement”), the Company will first include in either case covering such Limited Registration Statement the maximum number amount of Registrable Securities Note Shares that are permitted to be registered by so included, with each Investor having the SEC, on Form S-3 or right to sell an amount of Note Shares under such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Limited Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on amongst the total number holders of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first Notes based on the number of shares held by such holders). iv. In of Common Stock issuable upon conversion of the event outstanding Notes, and, as soon as additional shares can be included in the Company amends the Initial Limited Registration Statement or files a New any other Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts include such additional number of Note Shares as are permitted to file with be included by the SEC, with each Investor having the right to sell an amount of Note Shares under such Limited Registration Statement or any other Registration Statement on a pro rata basis amongst the holders of the Notes based on the number of shares of Common Stock issuable upon conversion of the outstanding Notes. The Company shall continue to register all then unregistered Registrable Securities thereafter as promptly as allowed permitted by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)expeditiously as possible. v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. (i) The Company shall cause Company Counsel to prepare and file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement on Form S-3 (orSEC, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all of the Registrable Securities) covering the resale of the Registrable Securities as soon as practicable and in after the Closing Date but no event later than April [—], 2014 forty-five (45) days after the Closing Date (the “"Required Filing Date"), a Registration Statement registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Registration Statement”Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, the Company's obligation to register the Registrable Securities shall initially be satisfied by the registration of the Initial Number of Shares to Be Registered (as defined below). The "Initial Number of Shares to Be Registered" is a number of shares of Common Stock which is at least equal to the sum of (x) the number of shares into which the Debentures and all dividends thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement filed hereunder(assuming for such purposes that all such Debentures had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such eligibility, accrual of interest or conversion had in fact occurred as of such date), based on the Conversion Price then in effect, (y) the number of Warrant Shares covered by the Warrants (assuming for such purposes that all the Warrants had been eligible to be exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such eligibility or exercise had in fact occurred as of such date), and (z) the number of Other Issuable Shares as of the date of the filing of the Registration Statement or any amendment thereto (provided, however, that for purposes of this provision, the number of Other Issuable Shares shall not be greater than the number of such shares which the SEC permits to be included in the Registration Statement). If, after the filing of the Registration Statement and prior to the extent allowable Effective Date, the Conversion Price or the number of shares covered by the Warrants or both is or are to be adjusted or if the number of Other Issuable Shares increases, the Company shall file an amendment to the Registration Statement reflecting the registration of the adjusted number of shares reflected in the foregoing formula based on such adjustments. Unless otherwise specifically agreed to in writing in advance by the Holder, the Registration Statement (X) shall include only the Registrable Securities, and (Y) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, shall state that such Initial Registration Statement it also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares to prevent dilution resulting from stock splits, or stock dividends or similar transactionsdividends. (ii. Notwithstanding ) The Company and Company Counsel will use their reasonable best efforts to cause such Registration Statement to be declared effective on a date (the registration obligations set forth in this Section 2, in "Initial Required Effective Date") which is no later than the event earlier of (Y) five (5) days after oral or written notice by the SEC informs that it may be declared effective or (Z) ninety (90) days after the Company that all Closing Date. (iii) If at any time (an "Increased Registered Shares Date"), the number of shares of Common Stock represented by the Registrable Securities cannotSecurities, issued or to be issued as a result contemplated by the Transaction Agreements, exceeds the aggregate number of the application shares of Rule 415, Common Stock then registered or sought to be registered for resale as in a secondary offering on a single registration statementRegistration Statement which has not yet been declared effective, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.either

Mandatory Registration. i. The (i) Following the date on which any Warrants are issued pursuant to the Facility Agreement (each, an “Issuance Date”), the Company shall prepare, and, on or prior to the applicable Filing Deadline (as defined above) file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all registration of the Registrable Securities, subject to the consent of the Buyers, which consent will not be unreasonably withheld) covering the resale of the Registrable Securities issued on the applicable Issuance Date (as soon as practicable and in no event later than April [—], 2014 (the “Initial defined below) which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities ActAct and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion exercise of or otherwise pursuant to the Conversion Shares Warrants to prevent dilution resulting from stock splits, stock dividends dividends, stock issuances or similar transactions. ii. Notwithstanding The number of shares of Common Stock initially included in such Registration Statement shall be no less than the registration obligations set forth in this Section 2, in the event the SEC informs the Company aggregate number of Warrant Shares that all are then issuable upon exercise of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments or otherwise pursuant to the Initial Registration Statement as required by Warrants issued on the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”)Issuance Date, in either case covering the maximum number of Registrable Securities permitted without regard to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted Buyers’ ability to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that exercise the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities)Warrants, unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). ivrespectively. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the “Remainder Registration Statements”)approval, which shall not be unreasonably withheld, of) the Buyers and their counsel prior to its filing or other submission. v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. The Following the Closing of any Preferred Stock pursuant to the Purchase Agreement, the Company shall use its best efforts to promptly prepare and file with the SEC and use its reasonable best efforts to cause to become effective as soon as practicable, but in no event later than the Filing Deadline (as defined above) a Registration Statement on Form S-3 SB-2 (or, if Form S-3 SB-2 is not then available, on such form of Registration Statement as is then available to effect a Registration registration of all of the Registrable Securities, subject to the consent of the Buyer, which consent will not be unreasonably withheld) covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—], 2014 (the “Initial which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares Preferred Stock or otherwise pursuant to the Certificate of Designation and exercise of or otherwise pursuant to the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. The number of shares of Common Stock initially included in such Registration Statement shall be no less than one and one-half (1.5) times the aggregate number of Conversion Shares that are then issuable upon conversion of the Preferred Stock or otherwise pursuant to the Certificate of Designation (based on the Conversion Price as defined in the Certificate of Designation then in effect) plus the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitation on the Buyer’s ability to convert the Preferred Stock or exercise the Warrants (collectively, the “Target Registration Amount”). Notwithstanding the registration obligations set forth foregoing, if the Company is advised by the staff of the SEC in this Section 2, a written comment letter that it is not eligible to conduct the offering of the Preferred Stock under Rule 415 promulgated under the 1933 Act because of the number of shares sought to be included in the event the SEC informs Registration Statement, then the Company that all may reduce (an “SEC Share Reduction”) the number of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial shares covered by such Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering to the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, which would enable the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities conduct such offering in accordance with the SEC Guidanceprovisions of Rule 415 (“Rule 415 Eligible”), including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on provided that in no event shall the number of Registrable Securities permitted to be registered on a particular shares covered by such Registration Statement be reduced to a number less than thirty-three percent (33%) (or such lower percentage of the Company’s Public Float as a secondary offering (and notwithstanding that may be required, in writing, in correspondence from the SEC staff to the Company used commercially reasonable efforts to advocate or in a telephone conversation with the SEC for staff which includes a representative of the registration Lead Investor) of all or a greater number of Registrable Securitiesthe Company’s Public Float (as defined below), unless otherwise directed in writing by a holder as to its Registrable Securitieson the actual filing date of the subject Registration Statement, where “PUBLIC FLOAT” shall mean the number of shares of Common Stock of the Company that are outstanding, excluding shares held by Affiliates, where “AFFILIATES” shall mean directors, officers and holders of 10% or greater of the outstanding Common Stock of the Company. In such event, any reduction in Registrable Securities to be registered on such covered by the Registration Statement will first shall be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders effected on a pro rata basis based on among all holders of the total Registrable Securities. In the event that, due to an SEC Share Reduction or otherwise, the initial Registration Statement shall register a number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must Common Stock which is less than the Target Registration Amount (an “Initial Target Registration Shortfall”), the unregistered portion of the Target Registration Amount (the “Initial Target Registration Shortfall Amount”) shall be reduced first based on included in the next Follow-On Registration (in accordance with Section 3(b) below). The Company acknowledges that the number of shares held by such holders). iv. In the event the Company amends the Initial initially included in each Registration Statement represents a good faith estimate of the maximum number of shares issuable upon conversion of the Preferred Stock or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided otherwise pursuant to the Company Certificate of Designation and exercise of or otherwise pursuant to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were the Warrants and shall be amended if not registered for resale on the Initial Registration Statement, as amended, or the New sufficient. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the “Remainder Registration Statements”)approval of) the Buyer and its counsel prior to its filing or other submission. v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. The Company shall prepare and file with the SEC and use its reasonable best efforts to cause to become effective SEC, no later than sixty (60) calendar days after the Closing Date, a Registration Statement on Form S-3 (orcovering a sufficient number of shares of Common Stock for the Initial Investors into which the $2,000,000 of Debentures, if Form S-3 plus accrued interest, in the total offering would be convertible. In the event the Registration Statement is not filed within sixty (60) calendar days after the Closing Date, then availablein such event the Company shall pay the Investor 2% of the face amount of each Debenture for each 30 day period, on such form of or portion thereof, after 60 days following the Closing Date that the Registration Statement as is then available to effect a Registration of all of the Registrable Securities) covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—], 2014 (the “Initial Registration Statement”)not filed. The Initial Investor is also granted additional Piggy-back registration rights on any other Registration Statement filed hereunderfilings made by the Company. Such Registration Statement shall state that, to the extent allowable under in accordance with the Securities Act, shall state that such Initial Registration Statement it also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares to prevent dilution resulting from stock Stock splits, or stock dividends or similar transactions. iidividends). Notwithstanding the registration obligations set forth in this Section 2, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding If at any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on time the number of shares held by such holders). iv. In of Common Stock into which the event Debenture(s) may be converted exceeds the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. aboveaggregate number of shares of Common Stock then registered, the Company will use its commercially reasonable efforts shall, within ten (10) business days after receipt of written notice from any Investor, either (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the Debenture(s) may be converted, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements an additional Registration Statement on Form S-3 or such other form available S-1 to register for resale those Registrable Securities the shares of Common Stock into which the Debenture may be converted that were not registered for resale on exceed the Initial Registration Statement, as amendedaggregate number of shares of Common Stock already registered. The above damages shall continue until the obligation is fulfilled and shall be paid within 5 business days after each 30 day period, or portion thereof, until the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require is filed. Failure of the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least make payment within said 5 business days shall be considered a majority of the Registrable Securities then outstandingdefault.

Mandatory Registration. i. The (i) Following the Agreement Date, the Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC and use its reasonable best efforts to cause to become effective a shelf Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—]Securities, 2014 (the “Initial which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities ActAct and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion exercise of or otherwise pursuant to the Conversion Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than 2,587,742, subject to adjustment for any stock split, share or stock dividend, recapitalization, combination of outstanding Common Stock (by consolidation, combination, reverse stock split or otherwise) or similar transactions occurring prior to the effective date of such Registration Statement. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii. Notwithstanding ) If for any reason, despite the registration obligations set forth in this Section 2, in the event the SEC informs the Company that all Company’s use of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the SEC for the registration of include all of the Registrable Securities in accordance with the Registration Statement filed pursuant to Section 2(a)(i) above (and subject to Section 3(q) below), the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 does not permit all of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement will first covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be reduced by made on a continuous basis pursuant to Rule 415. (iii) To the extent the Company is a well-known seasoned issuer (as defined Rule 405) at the time the Company is required to effect any registration in accordance with this Section 2(a), if so requested, file an automatic shelf registration statement (as defined Rule 405) to effect such registration. (iv) If at any time when the Company is required to re-evaluate its well-known seasoned issuer status for purposes of an outstanding automatic shelf registration statement used to effect a registration in accordance with this Section 2 and the Company determines that it is not a well-known seasoned issuer and (a) Registrable Securities not acquired pursuant the registration statement is required to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined be kept effective in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase accordance with this Agreement and (b) second by Registrable Securities that are Shares andthe registration rights of the applicable Investors have not terminated, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to use all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to amend the registration statement on a form the Company is then eligible to use or file a new registration statement on such form, and keep such registration statement effective in accordance with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)requirements otherwise applicable under this Agreement. v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. (i) The Company shall prepare and file with the SEC SEC, as soon as possible after the Initial Closing and use its reasonable best efforts to cause to become effective no later than July 10, 2000 (the "REQUIRED FILING DATE"), a Registration Statement on Form S-3 (orS-3, if the Company is eligible to use Form S-3 is not then availableS-3, otherwise on an appropriate form, Registering for resale by Investor a sufficient number of shares of Common Stock for Investor to sell the Registrable Securities (or such form lesser number as may be required by the SEC, but in no event less than (i) two hundred percent (200%) of the aggregate number of Initial Shares, and (ii) the number of shares of Common Stock that would be issued upon exercise of the Warrant (the "WARRANT SHARES") at the time of filing of the Registration Statement (assuming for such purposes that the Warrant had been eligible to be exercised and had been exercised in accordance with its terms, whether or not such eligibility or exercise had in fact occurred as is then available to effect a of such date). The Registration of all of Statement (W) shall include the Registrable Securities, and (X) covering the resale of the Registrable Securities as soon as practicable and shall state that, in no event later than April [—], 2014 (the “Initial Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable accordance with Rule 416 under the Securities Act, shall state that such Initial Registration Statement also it covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion pursuant to the anti-dilution provisions of the Conversion Shares Warrant to prevent dilution resulting from stock splitssplits or stock dividends. The Company will use its reasonable efforts to cause such Registration Statement to be declared effective on a date (a "REQUIRED EFFECTIVE DATE"), stock dividends which is no later than the earlier of (y) five (5) Business Days after notice by the SEC that it may be declared effective or similar transactions(z) ninety (90) days after the date of the Initial Closing. (ii. Notwithstanding the registration obligations set forth in this Section 2) If at any time (an "INCREASED REGISTERED SHARES DATE"), in the event the SEC informs Investor advised the Company that all the number of shares of Common Stock represented by the Registrable Securities cannotSecurities, issued or to be issued as a result contemplated by the Transaction Documents, exceeds the aggregate number of the application shares of Rule 415, be registered for resale as a secondary offering on a single registration statementCommon Stock then Registered and provides computation supporting such advice, the Company shall promptly inform each shall, (A) if the Registration Statement has not been declared effective, after notice from Investor, amend the Registration Statement to include such additional shares such that the number of shares of Common Stock registered is equal to two hundred percent (200%) of the Purchasers and use its commercially reasonable efforts to total Registrable Shares, computed as contemplated by the immediately preceding subparagraph (ai); or (B) file amendments to the Initial if such Registration Statement as required has been declared effective by the SEC and/or at that time, within thirty (b30) withdraw Business Days from the Initial Company's receipt of such notice, file with the SEC an additional Registration Statement and file (an "ADDITIONAL REGISTRATION STATEMENT") to register two hundred percent (200%) of the additional shares of Common Stock, computed as contemplated by the immediately preceding subparagraph (i). The Company will use its reasonable efforts to cause such Registration Statement to be declared effective on a new registration statement date (a “New "REQUIRED EFFECTIVE DATE") which is no later than (x) with respect to a Registration Statement”Statement under clause (A) of this subparagraph (ii), in either case covering the maximum number of Registrable Securities permitted to be registered Required Effective Date contemplated by the SEC, on Form S-3 or such other form available immediately preceding subparagraph (i) and (y) with respect to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New an Additional Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration earlier of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by i) five (a5) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination Business Days after notice by the SEC that it may be declared effective or (ii) forty (40) days after the shares of certain holders must be reduced first based on the number of shares held by such holders)Increased Registered Shares Date. iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. (i) The Company shall use its best efforts to prepare, and, on or before the date that is forty-five (45) days after the date of the Closing, file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement or Registration Statements (as necessary) on Form S-3 SB-2 (or, if Form S-3 such form is not then availableunavailable for such a registration, on such other form of Registration Statement as is then available to effect for such a Registration registration of all of the Registrable Registerable Securities) (any of which may contain a combined prospectus with other registrations by the Company), covering the resale of all of the Registrable Securities as soon as practicable and in no event later than April [—]Registerable Securities, 2014 (the “Initial which Registration Statement”Statement(s). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act1933 Act and the rules promulgated thereunder (including without limitation Rule 415), shall state that such Initial Registration Statement Statement(s) also covers such indeterminate number of additional shares of Class A Common Stock Shares (the "Indeterminate Shares") as may become issuable upon conversion of the Conversion Shares Preferred Stock or exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. (ii. Notwithstanding ) To the registration obligations set forth in this Section 2, in extent the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, Indeterminate Shares for any reason can not be registered for resale as a secondary offering on a single registration statementunder the Registration Statement(s) required under Section 2(a)(i) above, then with respect to such Indeterminate Shares, the Company shall promptly inform each of the Purchasers and use its commercially reasonable best efforts to to prepare, and, on or before the date that is fifteen (a15) days after the Indeterminate Shares become issuable, file amendments to with the Initial SEC a Registration Statement or Registration Statements (as required by the SEC and/or necessary) on Form SB-2 (b) withdraw the Initial Registration Statement and file or, if such form is unavailable for such a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SECregistration, on Form S-3 or such other form as is available to register for resale the Registrable Securities as such a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities Indeterminate Shares) (any of which may contain a combined prospectus with other registrations by the Company), covering the resale of all of the Indeterminate Shares. (iii) The Investors may engage the services of an underwriter in accordance connection with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 sale of the rules adopted Registerable Securities under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least If Investors owning a majority of the Registrable Registerable Securities then outstandingagree to engage an underwriter, all Investors must either enter into customary agreements with the underwriter or notify the Company in writing of his or her election to exclude all of the Investor's Registerable Securities from the underwritten offering. A copy of the Registration Statement(s) (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Buyers and their counsel before its filing or other submission.

Mandatory Registration. i. The Company shall prepare, and, on or prior to July 31, 2000 file (the "FILING DEADLINE") with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or, if Form S-3 such form is not then availableunavailable for such a registration, on such other form of Registration Statement as is then available for such a registration, subject to effect a Registration the consent of each Buyer and the provisions of Section 2(e), which consent will not be unreasonably withheld), covering the resale of all of the Registrable Securities, which Registration Statement(s) covering the resale of the Registrable Securities as soon as practicable and shall state that, in no event later than April [—], 2014 (the “Initial Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable accordance with Rule 416 promulgated under the Securities 1933 Act, shall state that such Initial Registration Statement Statement(s) also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares Preferred Stock to prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. Notwithstanding the registration obligations set forth in this Section 2, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Such Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to shall initially register for resale the Registrable Securities at least 1,500,000 shares of Common Stock, subject to adjustment as a secondary offering; providedprovided in Section 3(b), however, that prior to filing and such amendment or New Registration Statement, the Company registered shares of Common Stock shall be obligated to use its commercially reasonable efforts to advocate with allocated among the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a Investors pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities issued or issuable as of each date that were not registered for resale on the Initial a Registration Statement, as amended, or relating to the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority resale of the Registrable Securities is declared effective by the SEC. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC within ninety (90) days after the issuance of the Preferred Stock (the "REGISTRATION DEADLINE"). The Company shall permit the registration statement to become effective within five (5) business days after receipt of a "no review" notice from the SEC. If the Registration Statement has not been filed by the Filing Deadline or the Registration Statement is not declared effective by the Registration Deadline, then outstandingthe Company will be required to pay the Buyers upon demand in cash an amount equal to (i) 1.5% of the face amount of the unredeemed Preferred Stock for the first thirty (30) days and (ii) 3.0% of the face amount of the unredeemed Preferred Stock for every thirty days thereafter that the Filing Deadline or Registration Deadline is late.

Mandatory Registration. i. The (a) No later than thirty (30) days after the First Closing (the "FILING DEADLINE"), the Company shall will prepare and file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement registration statement on Form S-3 (or, if Form S-3 is not then availableavailable to the Company, on such form of Registration Statement as registration statement that is then available to effect a Registration registration of all Registrable Shares) for the purpose of registering under the Securities Act all of the Registrable Securities) covering Shares for resale by, and for the resale account of, the Investors as selling stockholders thereunder (the "REGISTRATION STATEMENT"). The Registration Statement shall permit the Investors 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 as soon as practicable and in no event later than April [—], 2014 (the “Initial Registration Statement”)Shares. The Initial Such Registration Statement filed hereunderalso shall cover, to the extent allowable under the Securities ActAct and the rules promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares to prevent dilution resulting from stock splits, stock dividends or similar transactionstransactions with respect to the Registrable Shares. ii. Notwithstanding (b) The Company agrees to use commercially reasonable efforts to cause the registration obligations set forth Registration Statement to become effective as soon as practicable after filing, but in this Section 2no event later than one hundred twenty (120) days after filing (the "MANDATORY EFFECTIVE DATE"). (c) No later than ten (10) days after the Second Closing Date and each Trigger Date (each an "ADDITIONAL FILING DEADLINE"), in the event Company shall prepare and file with the SEC informs one or more Registration Statements on Form S-3 (the "NEW REGISTRATION STATEMENTS") or amend the Registration Statement filed pursuant to clause (b) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such Second Closing Shares or Additional Shares, subject to the Investors' consent) covering the resale of the Second Closing Shares or Additional Shares, as applicable, but only to the extent such Second Closing Shares or Additional Shares are not at the time covered by an effective Registration Statement. Unless otherwise specifically provided herein, the term Registration Statement shall include without limitation any New Registration Statement, as amended from time to time. Such Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Second Closing Shares and Additional Shares. The Company agrees to use commercially reasonable efforts to cause the Registration Statement, as amended from time to time, and each New Registration Statement, as amended from time to time, to become effective as soon as practicable after filing of each amendment and each New Registration Statement, but in no event later than thirty (30) days after filing of each such amendment and each New Registration Statement (each such date, an "ADDITIONAL MANDATORY EFFECTIVE DATE"). (d) The Company shall be required to keep the Registration Statement, as amended, effective until such date that is the earlier of (i) two years after the Second Closing, (ii) the date when all of the Registrable Securities cannotShares registered thereunder shall have been sold, or (iii) such time as a result all the Registrable Shares held by the Investors can be sold pursuant to Rule 144(k) and without compliance with the registration requirements of the application of Rule 415, be registered for resale Securities Act (such date is referred to herein as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”"MANDATORY REGISTRATION TERMINATION DATE"), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement. Thereafter, the Company shall be obligated entitled to use its commercially reasonable efforts withdraw the Registration Statement and the Investors shall have no further right to advocate offer or sell any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto). (e) The Company shall not grant any registration rights that are pari passu with or senior to the registration rights of the Investors under this Agreement. (f) If a Registration Statement covering the Registrable Securities is not filed with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant prior to the Purchase Agreement (whether pursuant to registration rights Filing Deadline or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. aboveany Additional Filing Deadline, the Company will use its commercially reasonable efforts make pro rata payments to file with the SECeach Investor, as promptly liquidated damages and not as allowed a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to Registrable Securities. (g) If (A) a Registration Statement covering the Registrable Securities is not declared effective by the SEC before the Mandatory Effective Date, or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial (B) a Registration Statement, as amended, or the New Registration Statement, as amended, covering Additional Shares or Second Closing Shares is not declared effective by the SEC within thirty (30) days following a Additional Mandatory Effective Date, then the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement (the “Remainder Registration Statements”)should have been effective. v. In no event (h) If the Investor shall be prohibited from selling Registrable Shares under the Registration Statement as a result of a Suspension of more than forty-five (45) days or Suspensions on more than two (2) occasions of not more than an aggregate of ninety (90) days in any 12-month period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company include any securities other than Registrable Securities shall pay the Purchaser, as liquidated damages and Registrable Securities (not as defined in a penalty, an amount equal to 0.05% of the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other aggregate amount invested by such Investor for each such day, and such payment shall be made no later than the Registrable Securities and Registrable Securities (as defined first business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 3(h), a Suspension shall be deemed lifted on the Stock Registration Rights Agreement)) on any Registration Statement filed day after notice that the Suspension has been lifted is delivered to the Purchaser pursuant to this Section 2.A. without Agreement. (i) Any payments made pursuant to Sections 3(f), (g) or (h) shall be in partial compensation to the prior written consent Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash monthly no later than the second business day of the Purchasers holding at least a majority of calendar month next succeeding each calendar month in which such obligation to make payments accrues. Any such payments shall not constitute the Registrable Securities then outstandingInvestor's exclusive remedy for such events.

Mandatory Registration. i. The (a) On or before Filing Deadline, the Company shall prepare and file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all registration of the Registrable SecuritiesSecurities as a "shelf" registration statement under Rule 415) covering the resale of the Registrable Securities as soon as practicable Shares and the Warrant Shares and including in no event later than April [—]the "plan of distribution" and the definition of "selling shareholder" pledgees, 2014 (donees, transferees or other successors in interest of the “Initial Registration Statement”)selling shareholders. The Initial Registration Statement filed hereundershall state, to the extent allowable permitted by Rule 416 under the Securities Act, shall state that such Initial Registration Statement it also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares be required to prevent dilution resulting from stock splits, stock dividends or similar transactionsevents. ii. Notwithstanding the registration obligations set forth in this Section 2, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw The Company shall cause the Initial Registration Statement to become effective as soon as practicable following the filing thereof but in no event later than the Registration Deadline, and file a new registration statement shall submit to the Commission, within five (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, 5) business days after the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all learns that no review of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced made by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights staff of the Commission or otherwise) and, if Registrable Securities (as defined in that the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in staff of the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based Commission has no further comments on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, a request for acceleration of the Company will use its commercially reasonable efforts to file with effectiveness of the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement to a time and date not later than forty-eight (48) hours after the “Remainder Registration Statements”). v. In no event shall submission of such request, and maintain the Company include any securities other than Registrable Securities and Registrable Securities (as defined in effectiveness of the Stock Registration Rights Agreement) on any Registration Statement until the earlier to occur of (or enter into any agreement i) the date on which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority all of the Registrable Securities have been sold and (ii) the date on which all of the remaining Registrable Securities (in the reasonable opinion of counsel to the Purchaser) may be immediately sold to the public without registration and without regard to the amount of Registrable Securities which may be sold by a Holder thereof at a given time (the "Registration Period"). (c) The Filing Deadline and the Registration Deadline shall be extended by the number of days (not exceeding an aggregate for both such dates, when taken together, of thirty (30) days) during (i) any period in which the Company has been advised by its outside counsel that the Registration Statement will not be accepted for filing by the Commission as a result of the Company then outstandinghaving on file a registration statement which has not yet gone effective or a proxy statement that is then being reviewed by the Commission (a "Filing Delay Period"), and (ii) any period in which the Board of Directors of the Company determines in good faith (A) that an amendment or supplement to the Registration Statement or prospectus contained therein is necessary in order to correct a material misstatement made therein or to include information the absence of which would render the Registration Statement or such prospectus materially misleading and (B) that the disclosure of such information at such time would be detrimental to the business or prospects of the Company; provided that no such period specified in this clause (ii) may exceed ten (10) days unless, prior to the end of such ten day period, the Company obtains the written advice of its outside legal counsel that an amendment or supplement to the Registration Statement or prospectus contained therein is necessary in order to correct a material misstatement made therein or to include information the absence of which would render the Registration Statement or such prospectus materially misleading (a "Standstill Period"). (d) If (A) the Registration Statement (i) is not filed by the Filing Deadline or (ii) is not declared effective by the Commission on or before the Registration Deadline, (B) after the Registration Statement has been declared effective by the Commission, sales of Registrable Securities cannot be made by a Holder under the Registration Statement for any reason not within the exclusive control of such Holder, or (C) the Common Stock is not included for quotation on the Nasdaq National Market ("Nasdaq") or listed on the New York Stock Exchange (the "NYSE") or other national securities exchange at any time after the Registration Deadline, the Company shall pay to such Holder an amount equal to the lesser of (x) two percent (2%) per month and (y) the highest rate permitted by applicable law, times the aggregate purchase price of the Shares, the Warrant and/or the Warrant Shares held by such Holder, accruing daily and compounded monthly, (I) from the Filing Deadline until the date on which the Registration Statement is filed with the Commission, (II) from the Registration Deadline until the date on which the Registration Statement is declared effective, (III) from the date on which the Registration Statement is unavailable for sales of Registrable Securities by a Holder until the Registration Statement becomes available for sales of Registrable Securities; provided that the Registration Statement will not be considered unavailable for the number of days occurring during a Standstill Period which takes place after the effectiveness of the Registration Statement, or (IV) from the date on which the Common Stock is no longer quoted or listed on Nasdaq, the NYSE or such other exchange until the date on which the Common Stock becomes so listed or quoted, as the case may be. The amounts paid or payable by the Company hereunder shall be in addition to any other remedies available to Purchaser at law or in equity or pursuant to the terms of any other Transaction Document. Payments of cash pursuant hereto shall be made within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, payments shall be made at the end of each thirty-day period.

Mandatory Registration. i. The Company shall shall, as soon as practicable after the Closing Date but in no event more than 45 days following the Closing Date, file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all registration of the Registrable Securities, subject to the consent of the Initial Investors (as determined pursuant to Section l0 hereof), which consent will not be unreasonably withheld conditioned or delayed) covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—], 2014 (the “Initial Securities. The Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act1933 Act and the Rules promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares Preferred Stock and/or exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. Notwithstanding The Company shall use its best efforts to cause such registration to become and remain effective (including the registration obligations taking of such steps as are necessary to obtain the removal of any stop orders); provided, that the Investors shall furnish the Company, within five (5) business days of the Company's written request, with such appropriate information in connection therewith (whether requested prior to or after the filing of the Registration Statement with the SEC) as the Company shall reasonably request in writing. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of) the Initial Investors and its counsel prior to its filing or other submission. The number of shares of Common Stock initially included in such Registration Statement shall be no less than one hundred fifty percent (150%) of the shares of Common Stock issuable upon the conversion of the Preferred Stock and exercise of the Warrants on the Closing Date (assuming the Conversion Price set forth in this Section 2, in the event the SEC informs the Company that all 5(b)(ii)(A) of the Registrable Securities cannot, as Certificate of Designation). The Company further undertakes to take all steps necessary to ensure that a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by is, or Registration Statements are, effective at all times during the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities Period (as defined in the Stock Registration Rights Agreementbelow) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, with respect to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstandingresale thereof.

Mandatory Registration. i. The Company shall shall, within fifteen (15) calendar days from the date hereof, file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all of the Registrable Securities) covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—], 2014 (the “Initial Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act, shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares to prevent dilution resulting from stock splits, stock dividends F-1 or similar transactions. ii. Notwithstanding the registration obligations set forth in this Section 2, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case F-3 covering the maximum number of Registrable Securities as shall be permitted to be registered included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such 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 aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, and the Company shall be obligated give due consideration to use its commercially all reasonable efforts to advocate with comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within twenty days (20) calendar days from the date hereof, unless the SEC has determined to review the Registration Statement and will not permit same to be declared effective). The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the registration resale by the Investor of all of the Registrable Securities in accordance with covered thereby at all times until the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 earlier of (i) the rules adopted under date on which the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on Investor shall have sold all the number of Registrable Securities permitted covered thereby and (ii) in the opinion of counsel to the Company, all such Registrable Securities proposed to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination sold by the SEC that Investor may then be sold under Rule 144 without manner of sale or volume limitations (the shares of certain holders must be reduced first based on the number of shares held by such holders“Registration Period”). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New 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 “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined statements therein, in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent light of the Purchasers holding at least a majority of the Registrable Securities then outstandingcircumstances in which they were made, not misleading.

Mandatory Registration. i. The Following the issuance of the Warrant pursuant to the Purchase Agreement, the Company shall prepare, and, on or prior to the applicable Filing Deadline (as defined above) file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all registration of the Registrable Securities, subject to the consent of the Buyer, which consent will not be unreasonably withheld) covering the resale of the Registrable Securities issued on the applicable Issuance Date (as soon as practicable and in no event later than April [—], 2014 (the “Initial defined below) which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities ActAct and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion exercise of or otherwise pursuant to the Conversion Shares Warrant to prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. Notwithstanding The Warrant and the registration obligations set forth number of shares of Common Stock initially included in this Section 2such Registration Statement shall be no less than the Warrant issued on the Issuance Date (as defined herein) and the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrant issued on the Issuance Date, without regard to any limitation on the Buyer’s ability to exercise the Warrant, respectively. The Company acknowledges that the number of shares initially included in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file represents a new registration statement (a “New Registration Statement”), in either case covering good faith estimate of the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 shares issuable upon exercise of or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares Warrant issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must Issuance Date and shall be reduced first based on the number of shares held by such holders). ivamended if not sufficient. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the “Remainder Registration Statements”)approval of) the Buyer and its counsel prior to its filing or other submission. v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. The (a) On or before the ninetieth (90th) day following Closing, the Company shall prepare and file with the SEC and use its reasonable best efforts to cause to become effective Commission a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all of the Registrable Securities) "shelf" registration statement under Rule 415 covering the resale of at least 200% of the number of shares of Registrable Securities as soon as practicable then issuable on conversion of the Preferred Shares and in no event later than April [—]exercise of the Warrants. In addition, 2014 (the “Initial Registration Statement”)Company may elect to register for resale shares of Common Stock held by other holders. The Initial Registration Statement filed hereundershall state, to the extent allowable permitted by Rule 416 under the Securities Act, shall state that such Initial Registration Statement it also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon be required to effect (i) conversion of the Conversion Preferred Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. Notwithstanding the registration obligations set forth in this Section 2events, or by reason of changes in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities Conversion Price in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 terms of the rules adopted under Certificate of Designation and (ii) exercise of the Securities ActWarrants in full to prevent dilution resulting from stock splits, stock dividends or similar events. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on (b) The Company shall use its best efforts to cause the number of Registrable Securities permitted to be registered on a particular Registration Statement to become effective as a secondary offering soon as practicable following the filing thereof, but in no event later than the Registration Deadline, and shall submit to the Commission, within five (and notwithstanding that 5) business days after the Company used commercially reasonable efforts to advocate with learns that no review of the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced made by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights staff of the Commission or otherwise) and, if Registrable Securities (as defined in that the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in staff of the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based Commission has no further comments on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, a request for acceleration of the Company will use its commercially reasonable efforts to file with effectiveness of the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement to a time and date not later than forty-eight (48) hours after the “Remainder Registration Statements”). v. In no event shall submission of such request, and maintain the Company include any securities other than Registrable Securities and Registrable Securities (as defined in effectiveness of the Stock Registration Rights Agreement) on any Registration Statement until the earlier to occur of (or enter into any agreement i) the date on which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority all of the Registrable Securities then outstandinghave been sold pursuant to the Registration Statement and (ii) the date on which all of the remaining Registrable Securities (in the reasonable opinion of counsel to the Purchaser) may be immediately sold to the public without registration and without regard to the amount of Registrable Securities which may be sold by a Holder thereof at a given time (the "Registration Period").

Mandatory Registration. i. (1) The Company shall file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement on Form S-3 (orprepare and, if Form S-3 is not then availableas expeditiously as possible, on such form of Registration Statement as is then available to effect a Registration of all of the Registrable Securities) covering the resale of the Registrable Securities as soon as practicable and but in no event later than April [—]December 29, 2014 (2004, file with the “Initial Registration Statement”). The Initial SEC a Registration Statement filed hereunder, which covers the resale by the Buyer of (A) a number of shares of Common Stock equal to at least the number of Conversion Shares issuable to the extent allowable Buyer upon conversion of the Preferred Shares, and one quarter-year of accrued and unpaid dividends on the Preferred Shares at the rate specified in the Certificate of Designations, determined at the Conversion Price which is applicable on the day the Registration Statement is filed with the SEC and (B) the number of Warrant Shares issuable upon exercise of the Warrant, and which Registration Statement shall state that, in accordance with Rule 416 under the Securities 1933 Act, shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Preferred Shares and exercise of the Warrant to prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. Notwithstanding the registration obligations set forth in this Section 2foregoing, in the event if for any reason the SEC informs the Company that does not permit all of the Registrable Securities cannotto be included in such Registration Statement to be sold by selling stockholders at prices that are “at the market”, then the Company shall prepare and file with the SEC a separate Registration Statement with respect to any such Registrable Securities not included with the initial Registration Statement, as a result expeditiously as possible, but in no event later than the date which is 45 days after the date on which the SEC shall indicate as being the first date such filing may be made. (2) Prior to the SEC Effective Date, and during any time subsequent to the SEC Effective Date when the Registration Statement for any reason is not available for use by any Investor for the resale of the application of Rule 415, be registered for resale as a secondary offering on a single registration statementany Registrable Securities, the Company shall promptly inform each not file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new effectiveness of any other registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by previously filed with the SEC, other than (A) any registration statement on Form S-3 S-8 and (B) any registration statement or such other form available amendment, inclusive of the Registration Statement on Form SB-2 of the Company currently on file, which the Company is required to register file, or as to which the Company is required to request acceleration, pursuant to any obligation in effect on the date of execution and delivery of this Agreement or a transaction permitted under Section 5(i)(c). (3) If a Registration Event occurs, then the Company will make payments to the Buyer as partial liquidated damages for resale the Registrable Securities minimum amount of damages to the Buyer by reason thereof, and not as a secondary offering; providedpenalty, howeverat the rate of 2% per month of the Purchase Price paid by the Buyer pursuant to this Agreement (excluding the Purchase Price with respect to Shares already sold or which may be sold pursuant to Rule 144(k), that prior to filing for each calendar month of the Registration Default Period (pro rated for any period less than 30 days). Each such amendment or New Registration Statement, the Company payment shall be obligated due and payable within five (5) days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five (5) days after such termination. Such payments shall be in partial compensation to use its commercially reasonable efforts to advocate with the Buyer, and shall not constitute the Buyer’s exclusive remedy for such events. The Registration Default Period shall terminate upon (u) the filing of the Registration Statement in the case of clause (i) of the definition of “Registration Event”; (v) the SEC for Effective Date in the registration case of all clause (ii) of the Registrable Securities in accordance with definition of “Registration Event”; (w) the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 ability of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted Buyer to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired effect sales pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, Statement in the case that some shares may be registered, to all such holders of clause (iii) of the definition of “Registration Event”; (x) the listing or inclusion and/or trading of the Common Stock on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration StatementTrading Market, as the case may be, under in the case of clause (iv) of the definition of “Registration Event”; (y) the delivery of such shares or certificates in the case of clause (v) of the definition of “Registration Event”; and (z) in the case of the events described in clauses (ii. above) and (iii) of the definition of “Registration Event”, the Company will use its commercially reasonable efforts to file with earlier termination of the SEC, as promptly as allowed Registration Period and in each such case any Registration Default Period that commenced by reason of the SEC or the SEC Guidance provided to the Company or to registrants occurrence of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall terminate if at the Company include any securities time no other than Registrable Securities and Registrable Securities (Registration Event is continuing. The amounts payable as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed partial liquidated damages pursuant to this Section 2.A. without the prior written consent paragraph shall be payable in lawful money of the Purchasers holding at least a majority of United States. Amounts payable as partial liquidated damages hereunder shall cease when the Buyer no longer holds the Preferred Shares, the Warrant or Registrable Securities then outstandingSecurities.

Mandatory Registration. i. The (a) Following the Closing, the Company shall shall, as promptly as practicable but in any event prior to the Filing Date, prepare and file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of the “Initial Registration Statement as is then available to effect a Registration of all of the Registrable SecuritiesStatement”) covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—]issued on the Closing Date to be made on a delayed or continuous basis pursuant to Rule 415, 2014 (the “Initial which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities ActAct and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion exercise of or otherwise pursuant to the Conversion Shares Warrant to prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. Notwithstanding The number of shares of Common Stock initially included in such Registration Statement shall be no less than the registration obligations set forth aggregate number of Shares and of Underlying Shares that are then issuable upon exercise of or otherwise pursuant to the Warrant issued on the Closing Date, without regard to any limitation on the Investors’ ability to exercise the Warrant. The Company acknowledges that the number of shares of Common Stock initially included in this Section 2, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by represents a good faith estimate of the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering Shares plus the maximum number of Underlying Shares issuable upon exercise of or otherwise pursuant to the Warrant issued on the Closing Date and shall be amended if not sufficient. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of) the Buyer and its counsel prior to its filing or other submission. (b) Subject to Section 3(d), upon receiving a written demand notice from Investors (the “Demand Notice”),the Company shall be required to file a Registration Statement to register any Additional Shares that constitute Registrable Securities permitted to be that are not then registered and held by the SEC, Investors giving the Demand Notice (“Additional Registrable Securities”) on Form S-3 or such other form available prior to register the applicable Filing Date until all of the Additional Registrable Securities are registered for resale the Registrable Securities by such Investors as a secondary offering; providedselling stockholders thereunder, however, provided that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts file such Registration Statement only if the Demand Notice requests at least 1,000,000 (One Million) Additional Registrable Securities to advocate with be so registered Each such Registration Statement shall contain (unless otherwise directed by the Majority Holders) substantially the “Plan of Distribution” in the Investor Questionnaire the form of which is attached to the Purchase Agreement as Appendix I. Subject to the terms of this Agreement, the Company shall cause a Registration Statement filed pursuant to this Section 3 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. (c) The Company shall be required to keep a Registration Statement filed pursuant to this Section 3 current and effective pursuant to Rule 415 at all times until such date there are no Registrable Securities (the “Mandatory Registration Termination Date”), which 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 not misleading. Thereafter, the Company shall be entitled to withdraw such Registration Statement and the Investors shall have no further right to offer or sell Common Stock pursuant to such Registration Statement (or any prospectus relating thereto). (d) The Company’s obligation under Section 3(b) to file an additional Registration Statement for the purpose of registering Additional Registrable Securities shall be limited to two (2) such additional filings in any twelve (12) month period and the Company shall not be required to file any additional Registration Statement pursuant to Section 3(b) for the purpose of registering Additional Registrable Securities within a period of one hundred and twenty (120) days immediately after the effective date of any previous Registration Statement filed pursuant to Section 3(b). No registration of Additional Registrable Securities pursuant to Section 3(b) will count for the purposes of the limitations set forth in the proviso of the foregoing sentence if (A) the Investors determine in good faith to withdraw the proposed registration prior to the effectiveness of the Registration Statement relating to such registration due to marketing conditions or regulatory reasons relating to the Company, (B) the Registration Statement relating to such registration is not declared effective by the SEC and the Investors withdraw their request for such registration prior to such Registration Statement being declared effective, (C) prior to the registration sale of all at least 90% of the Registrable Securities included in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular applicable Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts relating to advocate with the SEC for the registration of all or a greater number of Registrable Securities)such request, unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced is adversely affected by any stop order, injunction or other order or requirement of the SEC or other Government Entity for any reason and the Company fails to have such stop order, injunction or other or requirement removed, withdrawn or resolved to the Investors’ reasonable satisfaction within thirty (a30) days of the date of such order or (D) if any offering of Additional Registrable Securities not acquired pursuant to such Registration Statement is an underwritten offering, then the Purchase Agreement (whether pursuant conditions to closing specified in the underwriting agreement entered into in connection with the registration rights or otherwise) andrelating to such request, if Registrable Securities applicable, are not satisfied (other than as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number result of unregistered shares held by all such holders, subject to a determination material default or breach thereunder by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holdersInvestors). iv. In the event the (e) The Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were shall not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. 3 without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstandingMajority Holders.

Mandatory Registration. i. The (i) Subject to the limitations set forth in this Section 2(a)(i) and in Sections 2(a)(ii) and (iii) and Section 7 below, the Company shall file with file, within twenty days (the SEC and use its reasonable best efforts to cause to become effective “Filing Date”) of the Effective Date, a Registration Statement registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all of the Registrable Securitiesor comparable or successor form) covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—], 2014 (the “Initial Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act, which shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion be a “shelf registration” made pursuant to Rule 415 adopted pursuant to the Securities Act, and shall use its best efforts to cause all of the Conversion Shares Registrable Securities to prevent dilution resulting from stock splits, stock dividends or similar transactions. iibe registered for resale to the public thereunder. Notwithstanding the registration obligations set forth in this Section 2The foregoing notwithstanding, in the event the SEC informs Commission notifies the Company that all under the Securities Act it may only include the Closing Shares in the initial registration statement to be filed on the Filing Date, and not the Milestone Shares, the Company shall file, within seven days of the Registrable Securities cannot, as a result respective issuance dates of the application of Rule 415Milestone Shares, a registration statement on Form S-3 (or comparable or successor form) and shall use its best efforts to cause all such Milestone Shares to be registered for resale as to the public thereunder. If a secondary offering separate registration statement for the Milestone Shares is required and the Company is not then eligible to use Form S-3, it will file the registration statement on a single registration statementForm S-1 or other available form and shall be required to make such filing no later than thirty (30) days after the issuance thereof. (ii) Notwithstanding anything to the contrary set forth in Section 2(a)(i) above, the Company shall promptly inform each not be obligated to prepare or file any registration statement pursuant to Section 2(a)(i) hereof, or to prepare or file any amendment or supplement thereto, and the Stockholders agree that they shall not sell any Registrable Securities, at any time when the Company, in the good faith and reasonable judgment of its Board of Directors, and upon the Purchasers and use its commercially reasonable efforts to advice of counsel, reasonably believes that the filing thereof at that time, or the offering or sale of Registrable Securities pursuant thereto, (a) file amendments to would materially adversely affect a pending or proposed public offering of capital stock of the Initial Registration Statement as required by the SEC and/or Company, or an acquisition, merger, recapitalization, consolidation, reorganization or other transaction, or any negotiations, discussions or pending proposals with respect thereto, or (b) withdraw would require the Initial Registration Statement and file disclosure of information that would have a new registration statement (material adverse effect on the Company, is likely to materially adversely affect the Company or any pending transaction or negotiations of the Company, or would constitute a “New Registration Statement”), in either case covering violation of the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 Act or such any state or other form available to register for resale the Registrable Securities as a secondary offeringapplicable securities laws; provided, however, that prior the filing of a registration statement, or any supplement or amendment thereto, by the Company may be deferred pursuant to filing this Section 2(a)(ii), and the restrictions on the sale of Registrable Securities by the Stockholders shall be effective, only for the minimum period of time necessary under the circumstances, but not to exceed sixty (60) days and in any event no more than two deferrals shall be allowed in any twelve (12) month period. In the case of any such amendment or New Registration Statementdelay, the Company shall deliver to the Stockholders or the Representatives a written certificate of the Company’s Chief Executive Officer certifying that such delay is necessary in the good faith and reasonable judgment of the Company's Board of Directors. (iii) The Company shall be obligated entitled to use include in any registration statement filed or to be filed by the Company pursuant to Section 2(a)(i) above shares of the capital stock of the Company to be sold by the Company for its commercially reasonable efforts to advocate with the SEC own account or for the registration account of all any other stockholders of the Company except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders)sold. iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. (i) The Company shall prepare and file with the SEC and use its reasonable best efforts SEC, as soon as practicable but not later than 40 days after the Closing (the "Required Filing Date"), an amendment to cause to become effective an existing Registration Statement, or a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form in either event registering for resale by the Investor a sufficient number of Registration Statement as is then available shares of Common Stock for the Investors to effect a Registration of sell all of the Registrable Securities) covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—], 2014 (the “Initial Registration Statement”). The Initial Registration Statement filed hereundershall also state that, to the extent allowable in accordance with Rules 416 and 457 under the Securities Act, shall state that such Initial Registration Statement it also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares to prevent dilution resulting from stock splits, or stock dividends dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or similar transactionswritten notice by the SEC that it may be declared effective or (Z) the Required Effective Date. (ii. Notwithstanding ) In addition to the registration obligations set forth in this Section 2, rights referred to in the event preceding provisions of Section 2(a), the SEC informs the Company that all of Investor shall have piggy-back registration rights with respect to the Registrable Securities cannotthen held by the Investor, as subject to the conditions set forth below. If, at any time after the date hereof, the Company participates (whether voluntarily or by reason of an obligation to a result third party) in the registration of any shares of the application of Rule 415Company's stock (other than a registration on Form X-0, be registered for resale as a secondary offering on a single registration statementXxxx X-0 or any other similar forms), the Company shall promptly inform each given written notice thereof to the Investor and the Investor shall have the right, exercisable within ten (10) business days after receipt of such notice, to demand inclusion of all or a portion of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Investor's Registrable Securities permitted to be registered by in such registration statement. If the SECInvestor exercises such election, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offeringso designated shall be included in the registration statement at no cost or expense to the Investor (other than any costs or commissions which would be borne by the Investor under the terms of the Registration Rights Agreement); provided, however, that prior if there is a managing underwriter of the offering of shares referred to filing in registration statement and such amendment or New Registration Statement, managing underwriter advises the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on writing that the number of Registrable Securities permitted shares proposed to be registered included in the offering will have an adverse effect on a particular Registration Statement its ability to successfully conclude the offering and, as a secondary offering (and notwithstanding that result, the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed shares to be included in writing by a holder as the offering is to its Registrable Securitiesbe reduced, the number of Registrable Securities of the Investor which were to be registered on included in the registration (before such Registration Statement reduction) will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on rate with the number of shares held included for all other parties whose shares are being registered. The Investor's rights under this Section shall expire at such time as the Investor can sell all of the Registrable Securities under Rule 144 without volume or other restrictions or limit. (i) [RESERVED] (ii) If the Registration Statement covering the Registrable Securities is not filed by the Required Filing Date, or declared effective by the Required Effective Date, or if there is a Restricted Sale Date, other than a Permitted Suspension Period, within ninety (90) days after the effective date of the Registration Statement, then the Company will make payments to the Investor in such holdersamounts and at such times as shall be determined pursuant to this Section 2(b). iv. In (iii) The amount (the event "Periodic Amount") to be paid by the Company amends to the Initial Registration Statement Investor shall be determined as of each Computation Date (as defined below) and such amount shall be equal to the Periodic Amount Percentage (as defined below) of the Purchase Price for the Common Stock for the period from the date following the Required Effective Date or files a New Registration StatementRestricted Sale Date, as the case may be, under clause iito the first relevant Computation Date, and thereafter to each subsequent Computation Date. aboveThe "Periodic Amount Percentage" means (A) with respect to the Required Effective Date, one percent (1%) of the Purchase Price of the Common Stock for the first, second and third Computation Dates and two percent (2%) of the Purchase Price of the Common Stock to each Computation Date thereafter, and (b) with respect to a Restricted Sale Date other than a Permitted Suspension Period, two percent (2%)of the Purchase Price of the Common Stock, not previously sold by the Investor after the Restricted Sale Date to each Computation Date thereafter. Anything in the preceding provisions of this paragraph (iii) to the contrary notwithstanding, after the relevant Effective Date the Purchase Price shall be deemed to refer to the sum of the Held Shares Value. By way of illustration and not in limitation of the foregoing, if the Registration Statement is not timely filed and declared effective by 165 days after the Closing Date, the Company Periodic Amount will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement aggregate five (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement5%) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent percent of the Purchasers holding at least a majority of the Registrable Securities then outstandingPurchase Price (1% days 90-120; 2% dated 121-150; 2% days 151-165). [depends upon required filing date].

Mandatory Registration. i. The (i) Following the date on which the Warrants are issued pursuant to the Facility Agreement (the “Issuance Date”), the Company shall use its best efforts to prepare, and, on or prior to the applicable Filing Deadline (as defined above) file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all registration of the Registrable Securities, subject to the consent of the Buyers, which consent will not be unreasonably withheld) covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—], 2014 (issued on the “Initial Issuance Date which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities ActAct and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion exercise of or otherwise pursuant to the Conversion Shares Warrants to prevent dilution resulting from stock splits, stock dividends dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants issued on the Issuance Date, without regard to any limitation on the Buyers’ ability to exercise the Warrants, respectively. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to and subject to the approval, with respect to information regarding the Buyers and their plan of distribution, which shall not be unreasonably withheld or delayed, of the Buyers and their counsel prior to its filing or other submission. (ii. Notwithstanding the registration obligations set forth in this Section 2, in the event ) If for any reason the SEC informs the Company that does not permit all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined included in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to Section 2(a)(i) above, or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Section 2.A. without Agreement, then the prior written consent Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 of the Purchasers holding at least a majority of the Registrable Securities then outstandingAct.

Mandatory Registration. i. The Company shall use all commercial reasonable efforts to (i) prepare as soon as practicable after the date hereof (and in no event later than the fiftieth day following the Closing Date (the "FILING DEADLINE")), and (ii) file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration registration of all of the Registrable Securities, subject to the consent of the Initial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale of the at least 1,200,000 Registrable Securities as soon as practicable and in no event later than April [—]Securities, 2014 (the “Initial which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities ActAct and the Rules promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares Preferred Stock and exercise of the Warrants (x) to prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. Notwithstanding the registration obligations set forth in this Section 2, transactions or (y) by reason of reductions in the event the SEC informs the Company that all conversion price of the Registrable Securities cannot, as a result Preferred Stock or the exercise price of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities Warrants in accordance with the SEC Guidanceterms thereof, including without limitationincluding, Compliance and Disclosure Interpretation 612.09 but not limited to, the terms which cause the Variable Conversion Price of the rules adopted under Preferred Stock to decrease as the Securities Act. iiibid price of the Common Stock decreases. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of The Registrable Securities permitted to be registered on a particular included in the Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to shall be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant allocated to the Purchase Agreement (whether pursuant to registration rights or otherwiseInvestors as set forth in Section 12(k) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). ivhereof. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New The Registration Statement (and each amendment or supplement thereto and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the “Remainder Registration Statements”). v. In no event approval of, which approval shall the Company include any securities other than Registrable Securities and Registrable Securities be granted or denied within two (as defined in the Stock Registration Rights Agreement2) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent business days of the Purchasers holding at least a majority of request therefor and shall not be unreasonably withheld) the Registrable Securities then outstandingInitial Investors and their counsel prior to its filing or other submission.

Mandatory Registration. i. The Company shall prepare, and, on or prior to February 13, 2000 file (the "FILING DEADLINE") with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement or Registration Statements (as is necessary) on Form S-3 or SB-2 (or, if Form S-3 such form is not then availableunavailable for such a registration, on such other form of Registration Statement as is then available for such a registration, subject to effect a Registration the consent of each Buyer and the provisions of Section 2(e), which consent will not be unreasonably withheld), covering the resale of all of the Registrable Securities, which Registration Statement(s) covering the resale of the Registrable Securities as soon as practicable and shall state that, in no event later than April [—], 2014 (the “Initial Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable accordance with Rule 416 promulgated under the Securities 1933 Act, shall state that such Initial Registration Statement Statement(s) also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares Preferred Stock to prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. Notwithstanding the registration obligations set forth in this Section 2, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Such Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to shall initially register for resale the Registrable Securities at least 1,000,000 shares of Common Stock, subject to adjustment as a secondary offering; providedprovided in Section 3(b), however, that prior to filing and such amendment or New Registration Statement, the Company registered shares of Common Stock shall be obligated to use its commercially reasonable efforts to advocate with allocated among the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a Investors pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities issued or issuable as of each date that were not registered for resale on the Initial a Registration Statement, as amended, or relating to the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority resale of the Registrable Securities then outstandingis declared effective by the SEC. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC within one hundred (100) days after the issuance of the Preferred Stock (the "REGISTRATION DEADLINE"). The Company shall permit the registration statement to become effective within five (5) business days after receipt of a "no review" notice from the SEC. If the Registration Statement has not been declared effective by the Registration Deadline, under the Pledge Agreement dated as of even date herewith between certain shareholders of the Company and the Buyer, the Buyer has certain rights to convert some or all of the Preferred Stock and foreclose upon shares of Common Stock of the Company pledged pursuant to that Pledge Agreement.

Mandatory Registration. i. (i) The Company shall prepare and file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement on Form S-3 (orSEC, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all of the Registrable Securities) covering the resale of the Registrable Securities as soon as practicable and in after the Closing Date but no event later than April [—]the Initial Required Filing Date, 2014 a Registration Statement registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, the Company’s obligation to register the Registrable Securities shall initially be satisfied by the registration of the Initial Number of Shares to Be Registered (the “Initial Registration Statement”as defined below). The “Initial Number of Shares to Be Registered” is a number of shares of Common Stock which is at least equal to the sum of (x) the number of shares into which the Debentures and all interest thereon through their respective Maturity Dates would be convertible at the time of filing of such Registration Statement (assuming for such purposes that all Debentures had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, and that all interest was paid in shares, whether or not such eligibility, accrual of interest or conversion had in fact occurred as of such date) based on the Applicable Conversion Price in effect on, or within three (3) Trading Days prior to, the date the Registration Statement is filed hereunder(or subsequently amended), and (y) the number of Other Issuable Shares as of the date of the filing of the Registration Statement or any amendment thereto; provided, however, that for purposes of this provision, the Initial Number of Shares to Be Registered in the extent allowable initial Registration Statement shall not be greater than the number of such shares which the SEC permits to be included in such Registration Statement. Unless otherwise specifically agreed to in writing in advance by a Majority in Interest of the Holders, the Registration Statement (X) shall include only the Registrable Securities, (Y) shall not restrict or limit the prices at which the shares sold by the selling stockholders thereunder may be sold, and (Z) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, shall state that such Initial Registration Statement it also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares Debentures, or issuances of Other Issuable Securities covered by such Registration Statement to prevent dilution resulting from stock splits, stock dividends or similar transactions. (ii) The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the “Initial Required Effective Date”) which is no later than the earlier of (X) five (5) days after oral or written notice by the SEC that it may be declared effective or (Y) ninety (90) days after the Closing Date (unless the SEC provides a full review of the Registration Statement, in which event it will be one hundred twenty (120) days after the Closing Date). Notwithstanding the registration obligations set forth in this foregoing, failure to cause the Registration Statement to become effective will be construed as an Event of Default under Section 2, in the event the SEC informs the Company that all 14(i)(e) of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required Debenture held by the SEC and/or (b) withdraw Investor; but the Initial Registration Statement and file foregoing proviso shall not limit or restrict the right of a new registration statement (a “New Registration Statement”), in either case covering the maximum number Holder to declare an Event of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted Default under the Securities Act. iii. Notwithstanding any other provision of this Agreement, Note if any SEC Guidance sets forth there is a limitation on the number of Registrable Securities permitted to be registered on a particular Special Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities Default (as defined in the Stock Registration Rights AgreementDebenture. (iii) are included in such offeringIf at any time (an “Increased Registered Shares Date”), Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held of Common Stock represented by such holders). iv. In the event Registrable Securities, issued or to be issued as contemplated by the Company amends Transaction Agreements, exceeds the Initial aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement or files a New Registration Statement, as which has not yet been declared effective (it being acknowledged that the case may be, under clause ii. abovedate of an adjustment in the Conversion Price pursuant to Section 4(g) of the Securities Purchase Agreement is an Increased Registered Shares Date), the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.either

Mandatory Registration. i. The Company shall prepare, and, on or prior to thirty (30) days after the date of issuance of any Debentures, file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or, if Form S-3 such form is not then availableunavailable for such a registration, on such other form of Registration Statement as is then available for such a registration, subject to effect a Registration the consent of each Buyer and the provisions of Section 2(e), which consent will not be unreasonably withheld), covering the resale of all of the Registrable Securities, which Registration Statement(s) covering the resale of the Registrable Securities as soon as practicable and shall state that, in no event later than April [—], 2014 (the “Initial Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable accordance with Rule 416 promulgated under the Securities 1933 Act, shall state that such Initial Registration Statement Statement(s) also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares Debentures (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions. transactions and (ii. Notwithstanding the registration obligations set forth in this Section 2, ) by reason of changes in the event the SEC informs the Company that all Conversion Price or Conversion Rate of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities Debentures in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular terms thereof Such Registration Statement shall initially register for resale at least 5,000,000 shares of Common Stock, subject to adjustment as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securitiesprovided in Section 3(b), unless otherwise directed in writing by a holder as to its Registrable Securities, and such registered shares of Common Stock shall be allocated among the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a Investors pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities issued or issuable as of each date that were not registered for resale on the Initial a Registration Statement, as amended, or relating to the New resale of the Registrable Securities is declared effective by the SEC. The Company shall use its best reasonable efforts to have the Registration Statement declared effective by the SEC within ninety (90) days after the issuance of the Debentures (the “Remainder "Registration Statements”Deadline"). v. . The Company shall permit the registration statement to become effective within five (5) business days after receipt of a "no review" notice from the SEC. In no the event shall that the Company include any securities other than Registrable Securities and Registrable Securities Registration Statement is not declared effective by the SEC by the Registration Deadline then the Applicable Discount to be used in determining the Conversion Price (as defined in the Stock Registration Rights AgreementDebenture) on any shall be INCREASED by (i) an additional 3% if the Registration Statement is not declared effective by the SEC within thirty (30) days following the Registration Deadline, or enter into any agreement which would require (ii) an additional 6% if the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without is not declared effective by the prior written consent SEC within ninety (90) days of the Purchasers holding at least a majority of the Registrable Securities then outstandingRegistration Deadline.

Mandatory Registration. i. The (i) Following the Issuance Date, the Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—]Securities, 2014 (the “Initial which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities ActAct and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of pursuant to the Convertible Notes or the Conversion Shares to prevent dilution resulting from stock splits, stock dividends dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Conversion Shares that are then issuable pursuant to the Convertible Notes, without regard to any limitations on the Investors’ ability to convert the Convertible Notes. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii. Notwithstanding ) If for any reason, despite the registration obligations set forth in this Section 2, in the event the SEC informs the Company that all Company’s use of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the SEC for the registration of include all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without 2 (a)(i) above (and subject to Section 3(q) below), the prior written consent of the Purchasers holding at least a majority SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then outstandingincluded in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. i. The Following the Closing of any Preferred Stock pursuant to the Securities Purchase Agreement, the Company shall prepare, and, on or prior to the Initial Registration Filing Deadline (as defined above) file with the SEC and use its reasonable best efforts to cause to become effective Commission a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all registration of the Registrable Securities, (the “Initial Registration Statement”) covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—], 2014 (the “Initial which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of or otherwise pursuant to the Conversion Shares Certificate of Designation and exercise of or otherwise pursuant to the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. iitransactions and shall contain (unless otherwise directed by at least a two thirds (2/3) in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. The number of shares of Common Stock initially included in such Registration Statement shall be no less than 150% of the aggregate number of Conversion Shares that are then issuable upon conversion of the Preferred Stock or otherwise pursuant to the Certificate of Designation (based on the Conversion Price [as defined in the Certificate of Designation] then in effect) and assuming that all Dividends that would accrue on the Preferred Stock for the immediately following 12 month period is payable in Common Stock, plus the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitation on the Buyer's ability to convert the Preferred Stock or exercise the Warrants (collectively, the “Target Registration Amount”). Notwithstanding the registration obligations set forth foregoing, if the Company is advised by the staff of the Commission in this Section 2, a written comment letter that it is not eligible to conduct the offering of the Preferred Stock under Rule 415 promulgated under the 1933 Act because of the number of shares sought to be included in the event the SEC informs Registration Statement, then the Company that all may reduce (an “SEC Share Reduction”) the number of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial shares covered by such Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering to the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, which would enable the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities conduct such offering in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 provisions of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering Rule 415 (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities“Rule 415 Eligible”), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event of an SEC Share Reduction, the inclusion of the Underlying Preferred Shares in such initial Registration Statement shall take precedence over and shall not be cut back until the following securities of the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or are cut back and removed from such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (in the “Remainder Registration Statements”). v. In no event shall the Company include following order): (i) any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require of the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined be included in the Stock Registration Rights Agreement)) on any such Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.3(r) and (ii)

Mandatory Registration. i. 2.1 The Company shall agrees that on or prior to each relevant Filing Date, it will file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement registration statement on Form S-3 SB-2 (or, if Form S-3 is not then available, or on such other form of Registration Statement as is then available to effect a Registration of all of appropriate for such purpose) (the Registrable Securities“Mandatory Registration”) covering the resale of the Registrable Non-Conversion Securities as soon as practicable and in no event later than April [—], 2014 (the “Initial Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act, shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion within 60 days of the Conversion Shares to prevent dilution resulting from stock splits, stock dividends or similar transactionsFinal Closing Date. ii. Notwithstanding the registration obligations set forth in this Section 2, in the event the SEC informs the 2.2 The Company agrees that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and it will use its commercially reasonable efforts toand will cooperate fully with the Commission to cause such registration statement to be declared effective by the Commission as promptly as possible after the filing thereof, including without limitation by using its commercially reasonable efforts to respond to any comments of the Commission within thirty (30) calendar days following receipt of the initial comments from the Commission and within fifteen (15) business days following receipt of any additional comments received from the Commission. (a) file amendments 2.3 Each Holder agrees to furnish to the Initial Registration Statement Company a completed Questionnaire in the form attached to this Agreement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement Annex B (a “New Registration StatementSelling Holder Questionnaire”). The Company shall not be required to include in a Registration Statement the Registrable Non-Conversion Securities of any Holder who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least ten (10) trading days prior to the Filing Date. 2.4 Notwithstanding any other provision of this Section 2, if the Company determines that it is desirable in order to comply with the requirements of the Commission that the number of securities to be registered (including Registrable Non-Conversion Securities) in such registration be reduced, then the Company shall so advise all Holders of Registrable Non-Conversion Securities that would otherwise be registered pursuant hereto, and the number of shares that may be included in the registration shall be allocated to as follows: First, to the Holders of the Registrable Non-Conversion Securities sold pursuant to the Note and Restricted Stock Purchase Agreements; and second, to the Holders of the Company’s securities to whom the Company has granted, prior to the date hereof, or does grant, after the date hereof, rights to registration, in either each case covering on a pro rata basis (as nearly as practicable) based on the maximum number of Registrable Non-Conversion Securities permitted to be registered or other securities held by the SEC, on Form S-3 or all such other form available to register for resale the Registrable Securities as a secondary offeringHolders; provided, however, that prior to filing such amendment or New Registration Statement, none of the Company Company’s securities held by officers and directors shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, registration unless and until all Registrable Non-Conversion Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant requested to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are be included in such offering, Registrable Securities (as defined registration are in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders)fact included. iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. (a) The Company shall prepare and file with the SEC and use its reasonable best efforts to cause to become effective on or before May 7, 2002 (the "Filing Deadline") a Registration Statement registration statement on Form S-3 (or, if --------------- Form S-3 is not then available, on such form of Registration Statement as registration statement that is then available to effect a Registration of all of the Registrable Securities) covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—], 2014 (the “Initial Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act, shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. Notwithstanding the registration obligations set forth in this Section 2, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers Investors holding at least a majority of the Registrable Securities) 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 selling stockholders thereunder (the "Registration Statement"). The Company ---------------------- shall use best efforts to cause the Registration Statement to become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all the Registrable Securities (i) are sold and (ii) can be sold by all the Holders (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. The date on which the Registration Statement is withdrawn pursuant to the preceding sentence is the "Registration Withdrawal Date". ---------------------------- (b) If the Company has not filed the Registration Statement with the SEC on or before May 7, 2002, the Company shall issue to each Holder an additional warrant (on the same terms and conditions as the Warrants, including the Exercise Price then outstandingin effect (a "Registration Warrant")), to acquire that number of shares of Common Stock equal -------------------- to ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. (c) At the end of each thirty (30) day period (or a portion thereof) after May 7, 2002, that the Registration Statement has not been filed with the SEC, the Company shall issue to each Holder a Registration Warrant to acquire that number of shares of Common Stock equal to (i) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (ii) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Registration Statement was filed with the SEC and the denominator of which is thirty. (d) If the Registration Statement has not been declared effective by the SEC on or before June 21, 2002, the Company shall issue to each Holder a Registration Warrant to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. (e) At the end of each thirty (30) day period (or a portion thereof), after June 21, 2002, that the Registration Statement has not been declared effective by the SEC, the Company shall issue to each Holder a Registration Warrant to acquire that number of shares of Common Stock equal to (i) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (ii) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Registration Statement is declared effective by the SEC and the denominator of which is thirty.

Mandatory Registration. i. The Company shall prepare, and, on or ---------------------- prior to the date (the "Filing Date") which is thirty (30) calendar days after the Closing Date (as defined in the Securities Purchase Agreement), file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent will not be unreasonably withheld) covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—]Securities, 2014 (the “Initial which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of or otherwise pursuant to the Conversion Preferred Shares and exercise of or otherwise pursuant to the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. Notwithstanding the registration obligations set forth in this Section 2, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum The number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration shares of all of the Registrable Securities Common Stock initially included in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first shall be reduced by no less than one and one-fourth (a1 1/4) Registrable Securities not acquired times the aggregate number of Conversion Shares and Warrant Shares that are then issuable upon conversion of or otherwise pursuant to the Purchase Agreement Preferred Shares (whether pursuant to registration rights or otherwise) and, if Registrable Securities based on Conversion Price (as defined in the Stock Registration Rights AgreementCertificate of Designation) are included then in such offering, Registrable Securities (as defined in effect) and the Stock Registration Rights Agreement) not acquired exercise of or otherwise pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (appliedWarrants, in the each case that some shares may be registered, without regard to all such holders on a pro rata basis based any limitation on the total number of unregistered shares held by all such holders, subject Investor's ability to a determination by convert the SEC Preferred Shares or exercise the Warrants. The Company acknowledges that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In initially included in the event the Company amends the Initial Registration Statement represents a good faith estimate of the maximum number of shares issuable upon conversion of or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided otherwise pursuant to the Company Preferred Shares and exercise of or otherwise pursuant to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Warrants. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the “Remainder Registration Statements”)approval of) the Initial Investors and their counsel prior to its filing or other submission. v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. The Within 45 days following the Closing Date (the "FILING DEADLINE"), the Company shall file with the SEC United States Securities and use its reasonable best efforts to cause to become effective Exchange Commission ("SEC"), a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration registration of all of the Registrable Securities) covering the resale of all of the Registrable Securities as soon as practicable and in no event later than April [—]Securities, 2014 (the “Initial which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act, Act and the rules promulgated thereunder shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion exercise of the Conversion Shares Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. iitransactions (the "INITIAL REGISTRATION Statement"). Notwithstanding The Registrable Securities included in the registration obligations Initial Registration Statement shall be registered on behalf of the Investors as set forth in this Section 211(k) hereof. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the review by) the Initial Investors and their counsel at least three (3) business days prior to its filing or other submission. If for any reason (including, but not limited to, a determination by the staff of the SEC that all or any portion of the Warrant Shares or any other Registrable Securities cannot be included in the event Initial Registration Statement (an "SEC DETERMINATION")), or if the Initial Registration Statement declared effective by the SEC informs the Company that does not include all of the Registrable Securities cannot, as a result of then outstanding (any such shares that are not included being the application of Rule 415, be registered for resale as a secondary offering on a single registration statement"UNCOVERED SHARES"), the Company shall promptly inform each of the Purchasers prepare and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly soon as allowed by practicable, but in any event within 45 days after becoming aware of the SEC existence of any Uncovered Shares (such date referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), either (a) an amendment (the "UNCOVERED SHARES AMENDMENT") to the Initial Registration Statement effecting a registration of the Uncovered Shares or (b) a registration statement which registers the Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the SEC Guidance Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Initial Investors and their counsel for review and comment at least three (3) business days prior to its filing or other submission. The Company or shall use its best efforts to registrants cause each of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, Statement and the Uncovered Shares Amendment or the New Uncovered Shares Registration Statement (to become effective as soon as practicable after the “Remainder Registration Statements”)filing thereof. v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. The Following the Closing of any Debenture pursuant to the Securities Purchase Agreement, the Company shall prepare, and, on or prior to the Initial Registration Filing Deadline (as defined above) file with the SEC and use its reasonable best efforts to cause to become effective Commission a Registration Statement on Form S-3 SB-2 (or, if Form S-3 SB-2 is not then available, on such form of Registration Statement as is then available to effect a Registration of all registration of the Registrable Securities, subject to the consent of the Buyer, which consent will not be unreasonably withheld)(the "Initial Registration Statement") covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—], 2014 (the “Initial which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of or otherwise pursuant to the Conversion Shares Debenture and exercise of or otherwise pursuant to the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. The number of shares of Common Stock initially included in such Registration Statement shall be no less than 150% of the aggregate number of Conversion Shares that are then issuable upon conversion of the Debenture or otherwise pursuant to the Debenture (based on the Conversion Price [as defined in the Debenture] then in effect) and assuming that all interest that accrues for the entire term of the Debentures is payable in Common Stock, plus the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitation on the Buyer's ability to convert the Debenture or exercise the Warrants (collectively, the "Target Registration Amount"), provided that the Company shall not be required to register any of the shares issuable upon exercise of the "B Warrants" and "C Warrants" (as each is defined in the Securities Purchase Agreement) in the Initial Registration Statement. Notwithstanding the registration obligations set forth foregoing, if the Company is advised by the staff of the Commission in this Section 2, a written comment letter that it is not eligible to conduct the offering of the Debentures under Rule 415 promulgated under the 1933 Act because of the number of shares sought to be included in the event the SEC informs Registration Statement, then the Company that all may reduce (an "SEC Share Reduction") the number of shares covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415 ("Rule 415 Eligible"). In the event of an SEC Share Reduction, the inclusion of the Registrable Securities cannot, as a result Underlying Debenture Shares in such initial Registration Statement shall take precedence over and shall not be cut back until the following securities of the application of Rule 415, Company are cut back and removed from such Registration Statement (in the following order): (i) Placement Agent Warrant Shares (to be registered for resale as a secondary offering cut back on a single registration statementpro-rata basis), (ii) any securities of the Company to be included in such Registration Statement pursuant to Section 3(r) and (iii) Warrant Shares. Any cut back of Underlying Debenture Shares will be applied pro rata to each holder in proportion to the principal amount of Debentures held by each Holder. In the event that, due to an SEC Share Reduction or otherwise, any Registration Statement filed hereunder shall promptly inform each (when combined with any previous Registration Statements that are current and effective) register a number of shares of Common Stock which less than the Target Registration Amount (a "Target Registration Shortfall"), then the unregistered portion of the Purchasers and use its commercially reasonable efforts to Target Registration Amount (athe "Target Registration Shortfall Amount") file amendments to shall be included in the Initial next Additional Registration Statement (in accordance with Section 3(b) below). The Company shall, by 9:30 a.m. New York City time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. The Company acknowledges that the SEC and/or (b) withdraw the Initial number of shares initially included in each Registration Statement and file represents a new registration statement (a “New Registration Statement”), in either case covering good faith estimate of the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all shares issuable upon conversion of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all Debenture or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights Debenture and exercise of or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired otherwise pursuant to the Stock Purchase Agreement Warrants and (b) second by Registrable Securities that are Shares and, shall be amended if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). ivnot sufficient. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the “Remainder Registration Statements”)approval of) the Buyer and its counsel prior to its filing or other submission. v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. The Company shall prepare, and, on or prior to ---------------------- the earlier of (i) the date (the "Filing Date") which is thirty (30) days after the date of the First Closing under the Securities Purchase Agreement (the "Closing Date"), (ii) the date on which a registration statement registering for sale the Common Stock pursuant to the Equity Line (as defined in the Securities Purchase Agreement), file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent will not be unreasonably withheld) covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—]Securities, 2014 (the “Initial which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of or otherwise pursuant to the Conversion Preferred Shares (including, but not limited to, shares issued or issuable upon exercise of the Investment Options) and exercise of or otherwise pursuant to the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. Notwithstanding The number of shares of Common Stock initially included in such Registration Statement shall be no less than two (2) times the registration obligations set forth aggregate number of Conversion Shares and Warrant Shares that are then issuable upon conversion of or otherwise pursuant to the Preferred Shares (including upon exercise of the Investment Options under the Certificate of Designation) (based on the lesser of the Market Price and the Fixed Conversion Price (each as defined in this Section 2the Certificate of Designation) then be in effect) and the exercise of or otherwise pursuant to the Warrants, in each case without regard to any limitation on the event Investor's ability to convert the SEC informs Preferred Shares or exercise the Warrants. The Company acknowledges that all the number of shares initially included in the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file represents a new registration statement (a “New Registration Statement”), in either case covering good faith estimate of the maximum number of Registrable Securities permitted shares issuable upon conversion of or otherwise pursuant to the Preferred Shares (including upon exercise of the Investment Options under the Certificate of Designation) and exercise of or otherwise pursuant to the Warrants. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be registered by provided to and subject to the SEC, on Form S-3 approval of) the Initial Investors and their counsel prior to its filing or such other form available to register for resale the Registrable Securities as a secondary offeringsubmission; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all approval of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance Initial Investors and Disclosure Interpretation 612.09 of the rules adopted under the Securities Acttheir counsel shall not be unreasonably withheld. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. The Company UTC shall prepare and, on or prior to the date which is ninety (90) days after the Closing Date as defined in the Asset Purchase Agreement (the "Closing Date"), file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all registration of the Initial Registrable Securities) covering the resale of the Initial Registrable Securities. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to Medicomp and its counsel within a reasonable time prior to its filing or other submission. UTC shall prepare and, on or prior to the date which is ninety (90) days following (i) with respect to Escrow Shares, the delivery of the last of the Subsequent Registrable Securities as soon as practicable to Medicomp and in no event later than April [—], 2014 (the “Initial Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act, shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion termination of the Conversion Escrow Agreement and (ii) with respect to Adjustment Shares, delivery of the Adjustment Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. Notwithstanding the registration obligations set forth in this Section 2, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities Medicomp in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 terms of the rules adopted under Asset Purchase Agreement (each, a "Balance Date"), file with the Securities Act. iii. Notwithstanding any other provision of this AgreementSEC a Registration Statement on Form S-3 (or, if any SEC Guidance sets forth a limitation Form S-3 is not then available, on the number such form of Registrable Securities permitted to be registered on a particular Registration Statement as is then available to effect a secondary offering (and notwithstanding that registration for resale of the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Subsequent Registrable Securities), unless otherwise directed in writing by a holder as to its ) covering the resale of the Subsequent Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New The Registration Statement (the “Remainder Registration Statements”). v. In no event and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall the Company include any securities be provided to Medicomp and its counsel within a reasonable time prior to its filing or other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreementsubmission. The provisions of Section 2(b) on any Registration Statement (or enter into any agreement which would require the Company shall be applicable with respect to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any each Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding2(a).

Mandatory Registration. i. The Company shall prepare and file with the SEC as soon as possible after the applicable Closing Date but no later than thirty (30) days following each of the First Closing Date and use its reasonable best efforts to cause to become effective the First Additional Closing Date, a Registration Statement or amendment to an existing registration statement on Form S-3 SB-2 (oror other form for which the Company is eligible at such time) registering for resale by the Investor (i) 150% of the number of shares of Common Stock issuable at conversion as may be required to satisfy the conversion rights of the Investor pursuant to the terms and conditions of the Preferred Stock, if Form S-3 is not then available, on and (ii) 100% of the number of shares of Common Stock issuable upon exercise as may be required to satisfy the exercise rights of the Investor pursuant to the terms and conditions of the Warrants (or such form of lesser number as may be required by the SEC). Such Registration Statement as is then available to effect a Registration of all of the Registrable Securities) covering the resale of the Registrable Securities as soon as practicable or amendment shall state that, in accordance with Rule 416 and in no event later than April [—], 2014 (the “Initial Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable 457 under the Securities Act, shall state that such Initial Registration Statement it also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares to prevent dilution Preferred Stock and the exercise of the Warrants resulting from stock splits, stock dividends or similar transactions. ii. Notwithstanding the registration obligations set forth in this Section 2, adjustment in the event Conversion Price or the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration StatementWarrant exercise price, as the case may be, under clause iior to prevent dilution resulting from stock splits or stock dividends. above, the The Company will use its commercially reasonable best efforts to cause such Registration Statement to be declared effective not later than ninety (90) days after the applicable Closing Date. If at any time the number of shares of Common Stock into which the Preferred Stock may be converted and which would be issued upon exercise of the Warrants exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within ten (10) business days after receipt of a written notice from the Investor, either (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC, or (ii) file an additional registration statement with the SEC, as promptly as allowed if the Registration Statement has been declared effective by the SEC or the SEC Guidance provided to the Company or to registrants of securities in generalSEC, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)additional shares. v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. The (a) Within 15 calendar days after the earlier of the closing of a financing or series of financings in which the Company raises an aggregate of $5,000,000 or May 14, 2007, the Company shall prepare and file with the SEC and use its reasonable best efforts to cause to become effective a Commission the Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration covering the resale of all of the Registrable Securities) covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—], 2014 Shares for an offering to be made on a continuous basis pursuant to Rule 415 (the “Initial Registration StatementRequired Filing Date”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act, required hereunder shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. Notwithstanding the registration obligations set forth in this Section 2, in the event the SEC informs be on Form SB-2 (except if the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available is not then eligible to register for resale the Registrable Shares on Form SB-2, in which case the Registration Statement shall be on another appropriate form in accordance herewith). The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the 45th day after the Filing Date (the “Effectiveness Date”), and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act 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 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 secondary offeringwritten 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 on which the Registration Statement is declared effective (the “Effectiveness Period”) or such longer time as the Company may determine. (b) 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 be in the best interest of the Company for such registration statement to be filed, the Company shall have the right to defer taking such action with respect to such filing for a period of not more than seventy-five (75) days after the date of such certificate; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use not defer its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities obligation in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Actthis manner more than once in any twelve (12) month period. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. The Company shall file with the SEC United States Securities and use its reasonable best efforts to cause to become effective Exchange Commission ("SEC"), on the date which is on or before thirty (30) calendar days after the Closing Date (the "FILING DEADLINE") a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration registration of all of the Registrable Securities) covering the resale of the Registrable Securities as soon as practicable Warrant Shares and in no event later than April [—]any Additional Investment Right Warrant Shares issued upon exercise of the Additional Investment Rights, 2014 (the “Initial which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act, Act and the rules promulgated thereunder shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion exercise of the Conversion Shares Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. iitransactions (the "INITIAL REGISTRATION STATEMENT"). Notwithstanding The Registrable Securities included in the registration obligations Initial Registration Statement shall be registered on behalf of the Investors as set forth in this Section 11(k) hereof. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Initial Investors and their counsel at least two (2) Business Days prior to its filing or other submission. If for any reason (including, but not limited to, a determination by the staff of the SEC that all or any portion of the Registrable Securities cannot be included in the event Initial Registration Statement (an "SEC DETERMINATION")) the Initial Registration Statement declared effective by the SEC informs the Company that does not include all of the Registrable Securities cannot, as a result of (any such shares that are not included being the application of Rule 415, be registered for resale as a secondary offering on a single registration statement"UNCOVERED SHARES"), the Company shall promptly inform each of the Purchasers prepare and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly soon as allowed by practicable, but in any event prior to the SEC tenth (10th) Business Day after becoming aware of the existence of any Uncovered Shares (such date referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), either (a) an amendment (the "UNCOVERED SHARES AMENDMENT") to the Initial Registration Statement effecting a registration of the Uncovered Shares or (b) a registration statement which registers the Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the SEC Guidance Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Initial Investors and their counsel at least concurrently with its filing or other submission. The Company or shall use its reasonable efforts to registrants cause each of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration StatementStatement and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to become effective as soon as practicable after the filing thereof. The Company shall use its reasonable efforts to cause each Registration Statement required to be filed pursuant to this Section 2(a) to become effective as soon as practicable, but, as amended, or to the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Initial Registration Statement filed pursuant to this Section 2.A. without 2(a), in no event later than the prior written consent of ninetieth (90th) calendar day after the Purchasers holding at least a majority of Closing Date, and as to any Uncovered Shares Amendment or Uncovered Shares Registration Statement, in no event later than the Registrable Securities then outstanding60th day after the Uncovered Shares Filing Deadline.

Mandatory Registration. i. The Company shall prepare and file with the SEC and use its reasonable best efforts to cause to become effective a ----------------------- Registration Statement or Registration Statements (as is necessary) on Form S-3 S-1, or SB-2, no later than 60 days from the Closing (or, if Form S-3 is not then availablesuch forms are unavailable for such a registration, on such other form of Registration Statement as is then available for such a registration, subject to effect a Registration the consent of each Buyer and the provisions of Section 2(c), which consent will not be unreasonably withheld), covering the resale of all of the Registrable Securities, which Registration Statement(s) covering the resale of the Registrable Securities as soon as practicable and shall state that, in no event later than April [—], 2014 (the “Initial Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable accordance with Rule 416 promulgated under the Securities 1933 Act, shall state that such Initial Registration Statement Statement(s) also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. Notwithstanding the registration obligations set forth in this Section 2, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Such Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to shall initially register for resale the Registrable Securities at least 665,000 shares of Common Stock, subject to adjustment as a secondary offering; providedprovided in Section 3 (b), however, that prior to filing and such amendment or New Registration Statement, the Company registered shares of Common Stock shall be obligated to use its commercially reasonable efforts to advocate with allocated among the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a Investors pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities issued or issuable as of each date that were not registered for resale on the Initial a Registration Statement, as amended, or relating to the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority resale of the Registrable Securities then outstanding.is declared effective by the SEC. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC within one hundred and twenty (120) days following THE CLOSING DATE OR DAY OF FILING THE ISSUANCE DATE ( the "REGISTRATION DEADLINE" ). The Company shall permit the registration statement to become effective within five (5) business days after receipt of a "NO REVIEW" notice from the SEC. In the event that the Registration Statement is not filed by the Company with the SEC by the Filing Deadline the Company will pay as liquidated damages ( the "LIQUIDATED DAMAGES") to the Buyer(s) a cash amount within three (3) business days of the end of the month equal two percent (2%) per month of the Liquidation Value of the Series A Preferred Shares outstanding as Liquidated Damages. (For example, if the Registration Statement becomes effective one (l) month after the Scheduled Effective Date, the Company will pay in cash to the Buyer(s) Twenty Five Thousand ($25,000) dollars in Liquidated Damages per month for every month the Registration Statement is not declared effective by the SEC (2.0% of 1,250,000). 115

Mandatory Registration. i. The Company shall file with the SEC United ---------------------- States Securities and use its reasonable best efforts Exchange Commission ("SEC"), on or prior to cause to become effective the date which is two (2) business days after the Closing Date (the "Filing Deadline") a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration registration of all of the Registrable Securities, subject to the consent of the Initial Investors as to the use of such form (as determined pursuant to Section 11(j) hereof)) covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—]at least 3,079,711 shares of Common Stock, 2014 (the “Initial which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act, Act and the Rules promulgated thereunder shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion exercise of the Conversion Shares Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. iitransactions (the "Initial Registration Statement"). Notwithstanding Upon the registration obligations request of the Investors made more than 15 business days after the Closing Date but prior to the Effective Date of the Initial Registration Statement, the Company will file a pre-effective amendment to the Initial Registration Statement (the "Pre-Effective Amendment") such that the Initial Registration Statement shall additionally cover Registrable Securities equal to a good faith estimate of the number of shares of Common Stock issuable upon exercise of the Series 1 B Warrants (with a presumption that such estimate will equal the maximum number of shares of Common Stock issuable under the Series 1 B Warrant). The Pre-Effective Amendment shall be filed as soon as practicable, but in all events within five (5) days, after such request. The Registrable Securities included in the Initial Registration Statement shall be registered on behalf of the Investors as set forth in this Section 211(k) hereof. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the review by) the Initial Investors and their counsel at least two business days prior to its filing or other submission. If for any reason (including, but not limited to, a determination by the staff of the SEC that all or any portion of the Warrant Shares or any other Registrable Securities cannot be included in the event Initial Registration Statement (an "SEC Determination")) the Initial Registration Statement declared effective by the SEC informs the Company that does not include all of the Registrable Securities cannot, as a result of (any such shares that are not included being the application of Rule 415, be registered for resale as a secondary offering on a single registration statement"Uncovered Shares"), the Company shall promptly inform each of the Purchasers prepare and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly soon as allowed practicable, but in any event prior to the later of (x) the tenth (10th) day after an Investor delivers to the Company notice of the existence of any Uncovered Shares and (y) the tenth (10th) day after the date on which the Initial Registration Statement is declared effective by the SEC (such later date referred to herein as the "Uncovered Share Filing Deadline"), either (a) an amendment (the "Uncovered Shares Amendment") to the Initial Registration Statement effecting a registration of all of the Uncovered Shares or (b) a registration statement which registers all of the Uncovered Shares (the "Uncovered Shares Registration Statement"). The Uncovered Shares Amendment or the SEC Guidance Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Initial Investors and their counsel for review and comment at least two business days prior to its filing or other submission. The Company or shall use its best efforts to registrants cause each of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, Statement and the Uncovered Shares Amendment or the New Uncovered Shares Registration Statement (to become effective as soon as practicable after the “Remainder Registration Statements”)filing thereof. v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. The (a) On or prior to each Filing Date, the Company shall prepare and file with the SEC Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Initial Registration Statement filed hereunder shall be on Form S-1 and shall contain (unless otherwise directed by Xxxxxx) substantially the form of the “Plan of Distribution” attached hereto as Annex A and substantially in the form of the “Selling Stockholder” section attached hereto as Annex B; provided, however, that Holder shall not be required to be named as an “underwriter” without Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, and shall use its reasonable best efforts to cause keep such Registration Statement continuously effective under the Securities Act until the earlier of the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to become effective Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall promptly notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on Form S-3 (orthe same Trading Day that the Company telephonically confirms effectiveness with the Commission, if Form S-3 is not then available, on which shall be the date requested for effectiveness of such form of Registration Statement as is then available to effect a Registration of all of the Registrable Securities) covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—], 2014 (the “Initial Registration Statement”). The Initial Registration Statement filed hereunder, to Company shall file a final Prospectus with the extent allowable under Commission as required by Rule 424 within the Securities Act, shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares to prevent dilution resulting from stock splits, stock dividends or similar transactionstime period required by Rule 424. ii. (b) Notwithstanding the registration obligations set forth in this Section 22(a), in if the event the SEC Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall agrees to promptly inform each of the Purchasers Xxxxxx and use its commercially reasonable efforts to (a) to file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”)Commission, in either case covering the maximum number of Registrable Securities permitted to be registered by the SECCommission, on Form S-3 S-1 or such other form then available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(d); with respect to filing on Form S-1 or other appropriate form; provided, however, that prior to filing such amendment or New Registration Statementamendment, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act612.09. iii. (c) Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC Commission for the registration of all or a greater number portion of Registrable Securities), unless otherwise directed in writing by a holder Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) such that the Company shall first reduce or eliminate any securities to be included other than Registrable Securities not acquired pursuant to and second, the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Company shall reduce Registrable Securities represented by Warrant Shares. In the event of a cutback hereunder, the Company shall give Holder at least five (as defined in 5) Trading Days prior written notice along with the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). ivcalculations. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as in accordance with the case may be, under clause ii. aboveforegoing, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, Commission one or more registration statements on Form S-3 S-1 or such other form then available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (iv) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the New Holder are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (i) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holder may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to the Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate Subscription Amount paid by the Holder pursuant to the Purchase Agreement for any Registrable Securities held by the Holder on the Event Date. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 6% of the aggregate Subscription Amount paid by the Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. Notwithstanding anything to the contrary provided in this Agreement, the Company shall not be liable for liquidated damages under this Agreement as to any Registrable Securities that are not permitted by the Commission to be included in a Registration Statement (due to SEC Guidance from the “Remainder time that it is determined that such Registrable Securities are not permitted to be registered solely due to SEC Guidance until such time as the provisions of this Agreement as to the additional Registration Statements”)Statements required to be filed hereunder are triggered, in which case the provisions of Section 2.(c) shall once again apply, if applicable. In such case, the liquidated damages shall be calculated to only apply to the percentage of Registrable Securities that are permitted in accordance with SEC Guidance to be included in such Registration Statement. v. In (e) The Company undertakes to use commercially reasonable efforts to register the Registrable Securities on Form S-3 when such form becomes available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. (f) Notwithstanding anything to the contrary contained herein, in no event shall the Company include be permitted to name any securities other than Registrable Securities and Registrable Securities (Holder or affiliate of a Holder as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. an underwriter without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstandingHolder (such consent not to be unreasonably withheld or delayed).

Mandatory Registration. i. The Company shall prepare, and, on or prior to the date which is thirty (30) days after the date of the First Closing under the Securities Purchase Agreement (the "CLOSING DATE"), file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent will not be unreasonably withheld) and pursuant to Rule 415 covering the resale from time to time by the holders thereof of the Registrable Securities as soon as practicable and in no event later than April [—]Securities, 2014 (the “Initial which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion exercise of the Conversion Shares Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions. transactions or (ii. Notwithstanding the registration obligations set forth in this Section 2, ) by reason of changes in the event the SEC informs the Company that all exercise price of the Registrable Warrants in accordance with the terms thereof. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the sum of (i) the number of Common Shares issued and/or issuable pursuant to the Securities cannot, as a result Purchase Agreement and (ii) two (2) times the number of Warrant Shares that are issuable upon exercise of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments Warrants issued and/or issuable pursuant to the Initial Securities Purchase Agreement, without regard to any limitation on the Investor's ability to exercise the Warrants. The Company acknowledges that the number of Warrant Shares initially included in the Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file represents a new registration statement (a “New Registration Statement”), in either case covering good faith estimate of the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all shares issuable upon exercise of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities ActWarrants. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. The (a) Within thirty (30) days after the Closing, the Company shall will prepare and file with the SEC a registration statement on Form S-3, or any other eligible form if the Company is not eligible to use Form S-3, for the purpose of registering under the Securities Act all of the Registrable Shares for resale by, and for the account of, the Investors as selling stockholders thereunder (the “Registration Statement”). The Registration Statement shall permit the Investors to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Shares. (b) The Company agrees to use its reasonable best efforts to cause the Registration Statement to become effective as soon as practicable. If (i) a Registration Statement on Form S-3 (or, if Form S-3 covering the Registrable Shares is not then available, on such form of Registration Statement as is then available to effect a Registration of all of the Registrable Securities) covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—], 2014 (the “Initial Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act, shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. Notwithstanding the registration obligations set forth in this Section 2, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required declared effective by the SEC and/or within ninety (b90) withdraw days after the Initial Closing Date or (ii) after a Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered has been declared effective by the SEC, on Form S-3 sales cannot be made pursuant to such Registration Statement (including without limitation by reason of a stop order, or such other form available the Company’s failure to register for resale update the Registration Statement), but excluding the inability of any Investor to sell the Registrable Securities Shares covered thereby due to market conditions and excluding any Suspension Period (as defined below), then the Company will make pro rata payments to each Investor, as liquidated damages and not as a secondary offeringpenalty, in an amount equal to 1% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective; provided, however, that prior in no event shall the Company be obligated to pay such liquidated damages to more than one Investor in respect of the same Registrable Shares for the same period of time. Each Investor shall cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, including without limitation by furnishing in writing to the Company such amendment information regarding itself, the Registrable Shares held by it and the intended method of disposition of the Registrable Shares held by it, as shall be reasonably required to effect the registration of such Registrable Securities and by executing such documents in connection with such registration as the Company may reasonably request. The Company shall have no obligation to make liquidated damages payments under this Section 3(b) to any Investor that is in breach of these obligations. (c) The Company shall be required to keep the Registration Statement effective until such date that is the earlier of (i) the date as of which all of the Purchasers may sell all of the Registrable Securities without restriction pursuant to Rule 144(k) (or New the successor rule thereto) (but not earlier than the second anniversary of the Closing Date, subject to extension as set forth below) promulgated under the Securities Act or (ii) the date when all of the Registrable Shares registered thereunder shall have been sold (such date is referred to herein as the “Mandatory Registration StatementTermination Date”). Thereafter, the Company shall be obligated entitled to use its commercially reasonable efforts withdraw the Registration Statement and the Investors shall have no further right to advocate with the SEC for the registration of all offer or sell any of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired Shares pursuant to the Purchase Agreement Registration Statement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holdersany prospectus relating thereto). iv. In the event the Company amends right of the Initial selling Investors to use the Registration Statement (and the prospectus relating thereto) is delayed or files a New Registration Statement, as the case may be, under clause ii. abovesuspended pursuant to Sections 5(c) or 11 hereof, the Company will use its commercially reasonable efforts shall be required to file with extend the SEC, as promptly as allowed Mandatory Registration Termination Date beyond the second anniversary of the Closing Date by the SEC same number of days as such delay or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities Suspension Period (as defined in the Stock Registration Rights AgreementSection 11 hereof). (d) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities The offer and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority sale of the Registrable Securities then outstandingShares pursuant to the Registration Statement shall not be underwritten.

Mandatory Registration. i. The Company shall prepare, and, on or prior to the date (the "FILING DATE") which is fifteen (15) business days after the closing date with respect to the Closing under the Securities Purchase Agreement (the "CLOSING DATE"), file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent will not be unreasonably withheld) covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—]Securities, 2014 (the “Initial which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of or otherwise pursuant to the Conversion Preferred Shares and exercise of or otherwise pursuant to the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. Notwithstanding the registration obligations set forth in this Section 2, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum The number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration shares of all of the Registrable Securities Common Stock initially included in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first shall be reduced by no less than one hundred fifty percent (a150%) Registrable Securities not acquired of the aggregate number of Conversion Shares and Warrant Shares that are then issuable upon conversion of or otherwise pursuant to the Purchase Agreement Preferred Shares (whether pursuant to registration rights or otherwise) and, if Registrable Securities based on the Conversion Price (as defined in the Stock Registration Rights Certificate of Designation) then in effect and assuming the Company does not default on any of its obligations under this Agreement, the Certificate of Designation or the Securities Purchase Agreement) are included in such offering, Registrable Securities and the exercise of or otherwise pursuant to the Warrants (based on the Exercise Price (as defined in the Stock Registration Rights AgreementWarrants) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined then in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (appliedeffect), in the each case that some shares may be registered, without regard to all such holders on a pro rata basis based any limitation on the total number of unregistered shares held by all such holders, subject Investor's ability to a determination by convert the SEC Preferred Shares or exercise the Warrants. The Company acknowledges that the shares of certain holders must be reduced first based on the number of shares held by such holders). ivinitially included in the Registration Statement represents a good faith estimate of the maximum number of shares issuable upon conversion of or otherwise pursuant to the Preferred Shares and exercise of or otherwise pursuant to the Warrants. In the event the The Company amends shall provide the Initial Investors and their counsel with a copy of the Registration Statement and any pre- or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided post-effective amendment thereto not less than seven (7) business days prior to the Company or intended filing date and shall provide copies of any supplements not less than two (2) business days prior to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)intended filing date. v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. The Company shall prepare, and, on or prior to the date which is thirty (30) days after the date of the Closing under the Securities Purchase Agreement (the "Closing Date"), file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent will not be unreasonably withheld) covering the resale of the Registrable Securities as soon as practicable underlying the Preferred Stock (including shares of Common Stock underlying any Redemption Note(s) issued pursuant to Article VI.A.(b) of the Articles of Amendment) and in no event later than April [—]Warrants issued or issuable pursuant to the Securities Purchase Agreement, 2014 (the “Initial which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act1933 Act and the Rules promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares Preferred Stock and exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions. transactions or (ii. Notwithstanding the registration obligations set forth in this Section 2, ) by reason of changes in the event the SEC informs the Company that all Conversion Price of the Registrable Securities cannot, as a result Preferred Stock in accordance with the terms thereof or the exercise price of the application Warrants in accordance with the terms thereof. The number of Rule 415, shares of Common Stock initially included in such Registration Statement shall be registered for resale as a secondary offering on a single registration statement, no less than two (2) times the Company shall promptly inform each sum of the Purchasers number of Conversion Shares and use its commercially reasonable efforts to (a) file amendments Warrant Shares that are then issuable upon conversion of the Preferred Stock and the exercise of the Warrants, without regard to any limitation on the Initial Investor's ability to convert the Preferred Stock or exercise the Warrants. The Company acknowledges that the number of shares initially included in the Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file represents a new registration statement (a “New Registration Statement”), in either case covering good faith estimate of the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all shares issuable upon conversion of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance Preferred Stock and Disclosure Interpretation 612.09 exercise of the rules adopted under the Securities ActWarrants. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. The Company shall prepare, and, on or prior to thirty (30) days after the date of issuance of any Debentures, file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement or Registration Statements (as is necessary) on Form S-3 F-3 (or, if Form S-3 such form is not then availableunavailable for such a registration, on such other form of Registration Statement as is then available for such a registration, subject to effect a Registration the consent of each Buyer and the provisions of Section 2(e), which consent will not be unreasonably withheld), covering exclusively the resale of all of the Registrable Securities, which Registration Statement(s) covering the resale of the Registrable Securities as soon as practicable and shall state that, in no event later than April [—], 2014 (the “Initial Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable accordance with Rule 416 promulgated under the Securities 1933 Act, shall state that such Initial Registration Statement Statement(s) also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares Debentures (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions. transactions and (ii. Notwithstanding the registration obligations set forth in this Section 2, ) by reason of changes in the event the SEC informs the Company that all Conversion Price or Conversion Rate of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities Debentures in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular terms thereof Such Registration Statement shall initially register for resale at least 1,100,000 shares of Common Stock, subject to adjustment as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securitiesprovided in Section 3(b), unless otherwise directed in writing by a holder as to its Registrable Securities, and such registered shares of Common Stock shall be allocated among the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a Investors pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities issued or issuable as of each date that were not registered for resale on the Initial a Registration Statement, as amended, or relating to the New resale of the Registrable Securities is declared effective by the SEC. The Company shall use its best reasonable efforts to have the Registration Statement declared effective by the SEC within ninety (90) days after the issuance of the Debentures (the “Remainder "Registration Statements”Deadline"). v. . The Company shall permit the registration statement to become effective within five (5) business days after receipt of a "no review" notice from the SEC. In no the event shall that the Company include any securities other than Registrable Securities and Registrable Securities Registration Statement is not declared effective by the SEC by the Registration Deadline then the Applicable Discount to be used in determining the Conversion Price (as defined in the Stock Debenture) shall be increased by (i) an additional 3% if the Registration Rights Agreement3 Statement is not declared effective by the SEC within thirty (30) on any days following the Registration Deadline (to 72%), or (ii) an additional 6% if the Registration Statement is not declared effective by the SEC within ninety (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)90) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent days of the Purchasers holding at least a majority of the Registrable Securities then outstandingRegistration Deadline (to 69%).

Mandatory Registration. i. (i) The Company shall prepare and file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement on Form S-3 (orSEC, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all of the Registrable Securities) covering the resale of the Registrable Securities as soon as practicable and after the Closing Date but no later than November 14, 2005 (the "Required Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investors to sell the Registrable Securities, but in no event later less than April [—]the number of shares equal to one hundred fifty percent (150%) of the aggregate of (x) the number of shares into which the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement (assuming for such purposes that all Debentures had been issued, 2014 had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and (y) the “Initial Registration Statement”number of Closing Shares, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). The Unless otherwise specifically agreed to in writing in advance by the Initial Investor, the Registration Statement filed hereunder, (W) shall include only the Registrable Securities and any additional shares of common stock subject to currently effective piggyback registration rights granted prior to the extent allowable date hereof, held by Company shareholders who have not waived such registration rights, and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, shall state that such Initial Registration Statement it also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares Debentures to prevent dilution resulting from stock splits, or stock dividends dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or similar transactionswritten notice by the SEC that it may be declared effective or (Z) ninety (90) days after the Required Filing Date. (ii. Notwithstanding ) If at any time (an "Increased Registered Shares Date"), the registration obligations set forth in this Section 2number of shares of Common Stock represented by the Registrable Shares, in issued or to be issued as contemplated by the event the SEC informs the Company that all Transaction Agreements, exceeds seventy percent (70%) of the Registrable Securities cannot, as a result aggregate number of the application shares of Rule 415, be registered for resale as a secondary offering on a single registration statementCommon Stock then registered, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.either

Mandatory Registration. i. (a) The Company shall prepare and file with the SEC and use its reasonable best efforts to cause to become effective Commission a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all registration of the Registrable Securities, subject to the consent of the Purchaser, which consent will not be unreasonably withheld) as a "shelf" registration statement under Rule 415 covering the resale of at least 200% of the number of shares of Registrable Securities as soon as practicable then issuable on, (i) conversion of the Preferred Shares then issued or issuable (assuming conversion at the Fixed Conversion Price), and (ii) exercise in no event later than April [—], 2014 (full of the “Initial Registration Statement”)Warrant then issued or issuable. The Initial Registration Statement filed hereundershall state, to the extent allowable permitted by Rule 416 under the Securities Act, shall state that such Initial Registration Statement it also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon be required to effect, (i) conversion of the Conversion Preferred Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. Notwithstanding the registration obligations set forth in this Section 2events, or by reason of changes in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities Conversion Price in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 terms of the rules adopted under Authorized Terms, and (ii) exercise of the Securities ActWarrant in full to prevent dilution resulting from stock splits, stock dividends or similar events. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on (b) The Company shall use its best efforts to cause the number of Registrable Securities permitted to be registered on a particular Registration Statement to become effective as a secondary offering soon as practicable following the filing thereof, but in no event later than the Registration Deadline, and shall submit to the Commission, within five (and notwithstanding that 5) business days after the Company used commercially reasonable efforts to advocate with learns that no review of the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced made by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights staff of the Commission or otherwise) and, if Registrable Securities (as defined in that the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in staff of the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based Commission has no further comments on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, a request for acceleration of the Company will use its commercially reasonable efforts to file with effectiveness of the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request (the “Remainder Registration Statements”"Effective --------- Date"). v. In no event shall , and maintain the Company include any securities other than Registrable Securities and Registrable Securities (as defined in effectiveness of the Stock Registration Rights Agreement) on any Registration Statement until the ---- earlier to occur of, (or enter into any agreement i) the date on which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority all of the Registrable Securities have been sold pursuant to the Registration Statement, (ii) the date on which all of the remaining Registrable Securities (in the opinion of counsel to the Purchaser reasonably acceptable to the Company) may be immediately sold to the public without registration and without regard to the amount of Registrable Securities which may be sold by a Holder thereof at a given time, and (iii) February 20, 2000 (the "Registration Period"). ------------------- (c) If, (i) the Registration Statement is not declared effective by the Commission on or before the Registration Deadline, (ii) after the Registration Statement has been declared effective by the Commission, sales of Registrable Securities cannot be made by a Holder under the Registration Statement for any reason not within the control of such Holder or not permitted by the terms hereof (other than such Registrable Securities as are then outstandingfreely saleable pursuant to Rule 144(k) under the Securities Act), or (iii) the Common Stock is not included for quotation on the Nasdaq SmallCap Market or the Nasdaq National Market ("Nasdaq") or listed on the New York Stock Exchange or other ------ national securities exchange at any time after the Registration Deadline, the Company shall pay to such Holder an amount equal to the lesser of (x) two percent (2%) per month and (y) the highest rate permitted by applicable law, times (z) the aggregate purchase price of the Preferred Shares held by such ----- Holder, accruing daily and compounded monthly, from the Registration Deadline or, where the Registration Statement has become effective, from the date on which the Registration Statement lapses or is otherwise unavailable, until the Effective Date or the date on which the Registration Statement becomes available for sales of Registrable Securities, as the case may be. The amounts paid or payable by the Company hereunder shall be in lieu of any other remedies available to the Purchaser at law or in equity or pursuant to the terms of any other Transaction Document. Payments of cash pursuant hereto shall be made within five (5) business days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, payments shall be made within five (5) business days after the end of each thirty-day period.

Mandatory Registration. i. The (i) Following the date hereof, the Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—]Securities, 2014 (the “Initial which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities ActAct and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of of, or otherwise pursuant to, the Convertible Notes or the Conversion Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than 940,924 shares. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii. Notwithstanding ) If for any reason, despite the registration obligations set forth in this Section 2, in the event the SEC informs the Company that all Company’s use of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the SEC for the registration of include all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without 2 (a)(i) above, the prior written consent of the Purchasers holding at least a majority Company is not permitted to include all of the Registrable Securities in, or for any other reason any Registrable Securities are not then outstandingincluded in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. i. (i) The Company shall prepare and file with the SEC SEC, as soon as possible after the Closing Date and use its reasonable best efforts to cause to become effective no later than thirty (30) days following the Closing Date (the "Required Filing Date"), either a Registration Statement on Form S-3 (oror an amendment to an existing Registration Statement, if Form S-3 is not then available, on such form in either event registering for resale by the Investors a sufficient number of Registration Statement as is then available shares of Common Stock for the Investors to effect a Registration of all of the Registrable Securities) covering the resale of sell the Registrable Securities (or such lesser number as soon as practicable and may be required by the SEC, but in no event later less than April [—]one hundred fifty percent (150%) of the aggregate number of shares (A) into which the relevant Debentures and all interest thereon through their respective Maturity Dates would be convertible at the time of filing of such Registration Statement (assuming for such purposes that all such Debentures had been eligible to be converted, 2014 (the “Initial Registration Statement”and had been converted, into Conversion Shares in accordance with their terms, whether or not such accrual of interest, eligibility or conversion had in fact occurred as of such date). The Initial Registration Statement filed hereunder(W) shall include only the Registrable Securities and (X) shall also state that, to the extent allowable in accordance with Rule 416 and 457 under the Securities Act, shall state that such Initial Registration Statement it also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares Debentures to prevent dilution resulting from stock splits, splits or stock dividends or similar transactionsdividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date no later than ninety (90) days after the Closing Date. (ii. Notwithstanding ) If at any time (an "Increased Registered Shares Date"), the registration obligations set forth in number of shares of Common Stock represented by the Registrable Securities, issued or to be issued as contemplated by the Transaction Agreements, exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within ten (10) business days after receipt of a written notice from any Investor, either (X) amend the relevant Registration Statement filed by the Company pursuant to the preceding provisions of this Section 2, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial if such Registration Statement as required has not been declared effective by the SEC and/or at that time, to register one hundred ten percent (b110%) withdraw of such Registrable Shares, computed as contemplated by the Initial immediately preceding subparagraph (i), or (Y) if such Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered has been declared effective by the SECSEC at that time, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate file with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular an additional Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts an "Additional Registration Statement") to advocate with the SEC for the registration register one hundred ten percent (110%) of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on Common Stock represented by the Registrable Shares, computed as contemplated by the immediately preceding subparagraph (i), that exceed the aggregate number of shares held by such holders). ivof Common Stock already registered. In The Company will use its reasonable best efforts to cause the event the Company amends the Initial amended Registration Statement or files a New the Additional Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, be declared effective as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities possible and in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall later than (90) days after the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstandingIncreased Registered Shares Date.

Mandatory Registration. i. The Following the closing of the Asset Purchase, the Company shall prepare, and, on or prior to the Initial Registration Filing Deadline, file with the SEC and use its reasonable best efforts to cause to become effective Commission a Registration Statement on Form S-3 S-1 (or, if Form S-3 S-1 is not then available, on such form of Registration Statement as is then available to effect a Registration of all registration of the Registrable Securities) covering , subject to the resale consent of the Registrable Securities as soon as practicable and in no event later than April [—]Buyer, 2014 which consent will not be unreasonably withheld) (the “Initial Registration Statement”)) covering the resale of all or the maximum portion of the Registrable Securities as permitted by SEC Guidance. The Company shall thereafter use its best efforts to cause the Initial Registration Statement to become effective as soon as possible after such filing, but in any event no later than the Effectiveness Deadline, and shall keep the Initial Registration Statement current and effective pursuant to Rule 415 at all times during the Effectiveness Period. The Initial Registration Statement filed hereunder(including any amendments or supplements thereto and Prospectuses contained therein) shall not, at the time of filing thereof, 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 not misleading. The Initial Registration Statement, to the extent allowable under the Securities Act1933 Act (including Rule 416 promulgated thereunder), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants, or upon conversion of or otherwise pursuant to the Conversion Shares Debentures, to prevent dilution resulting from stock splits, stock dividends or similar transactions. iitransactions and shall contain (unless otherwise directed by at least a three-fourths (3/4) majority in interest of the Buyers) substantially the “Plan of Distribution” attached hereto as Annex A. The number of shares of Common Stock initially included in such Initial Registration Statement shall be no less than one hundred and fifty percent (150%) of the aggregate number of Warrant Shares and Debenture Shares that are then issuable upon exercise or conversion of or otherwise pursuant to the Warrants and the Debentures, without regard to any limitation on the Buyer’s ability to exercise the Warrants or Debentures (collectively, the “Target Registration Amount”). Notwithstanding the registration obligations set forth in this Section 2foregoing, if the Company is advised by the Staff, in a written comment letter or otherwise, that it is not eligible to conduct the event the SEC informs the Company that all offering of the Registrable Securities cannot, as a result under Rule 415 because of the application number of Rule 415, shares sought to be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to included in the Initial Registration Statement as (or any other Registration Statement required to be filed by the Company pursuant hereto) then, subject to any applicable Registration Failure Liquidated Damages (as defined herein), the Company may reduce (an “SEC and/or (bShare Reduction”) withdraw the number of shares covered by the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offeringRule 415 (“Rule 415 Eligible”); provided, provided however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable diligent efforts to advocate with the SEC Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, SEC Compliance and Disclosure Interpretation 612.09 of Interpretations, No. 214.02 (Jan. 26, 2009). In the rules adopted under event the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on Company reduces unilaterally the number of Registrable Securities permitted to be registered on a particular shares covered by such Registration Statement as to a secondary offering (and notwithstanding that number less than the Initial Registration Minimum, the Company used commercially reasonable efforts will be obligated to advocate with pay Registration Failure Liquidated Damages (as defined below) to the Buyer. In the event of an SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable SecuritiesShare Reduction, the number of Registrable Securities registered shall be cut back pro rata (based upon the relative number of Warrants and Debentures held by each Buyer). In the event that, due to an SEC Share Reduction or otherwise, any Registration Statement filed hereunder shall (when combined with any previous Registration Statements that are current and effective) register a number of shares of Common Stock which is less than the Target Registration Amount (a “Target Registration Shortfall”) then the unregistered portion of the Target Registration Amount (the “Target Registration Shortfall Amount”) shall be registered included in the next Additional Registration Statement (in accordance with Section 3(b) below). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm New York City Time on a Business Day. The Company shall immediately notify the Buyer via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Business Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to Statement. The Company shall, as early as practicable on the Purchase Agreement (whether pursuant to registration rights or otherwise) andBusiness Day after the effective date of such Registration Statement, file a final Prospectus with the Commission, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second required by Registrable Securities Rule 424. The Company acknowledges that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial initially included in each Registration Statement represents a good faith estimate of the maximum number of shares issuable upon exercise of or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided otherwise pursuant to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were Warrants and Debentures and shall be amended if not registered for resale on the Initial Registration Statement, as amended, or the New sufficient. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the “Remainder Registration Statements”)approval of) the Buyer and its counsel prior to its filing or other submission. v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. The (i) Following the date of this Agreement, the Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld), covering the resale of all of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise or conversion of or otherwise pursuant to the Convertible Securities to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than 9,643,532, subject to adjustment for any Stock Event (as defined in the 2022 Warrants) occurring prior to the effective date of such Registration Statement. (ii) If for any reason, despite the Company’s use of its commercially reasonable best efforts to cause include all of the Registrable Securities requested or required to become effective be included in any Registration Statement filed pursuant to Section 2(a)(i) (and subject to Section 3(q) below), the SEC does not permit all such Registrable Securities to be included in such Registration Statement, or for any other reason any such Registrable Securities are not then included in a Registration Statement, then the Company shall prepare, and, as soon as practicable after notice from the SEC of such exclusion but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the all Registrable Securities as soon as practicable and in no event later than April [—], 2014 (the “Initial Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act, shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares to prevent dilution resulting from stock splits, stock dividends requested or similar transactions. ii. Notwithstanding the registration obligations set forth in this Section 2, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to Section 2(a)(i) and not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. (iii) Subject to any SEC comments, any Registration Statement pursuant to this Section 2.A. without 2(a) shall include a “plan of distribution” approved by the prior written consent holders of the Purchasers holding at least a majority majority-in-interest of the Registrable Securities then outstandingto be included in such Registration Statement. No Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent; provided that, notwithstanding any other provision in this Agreement, if despite the Company’s compliance with Section ‎3(p), the SEC or the Securities Act requires such Investor(s) to be named as an “underwriter” in the Registration Statement and such Investor(s) withhold written consent to be so named, the Company’s failure to fulfill its obligations under this Section ‎2(a) as a result thereof shall not constitute a violation of this Agreement. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to, and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of the Investors and Legal Counsel (as defined below) prior to its filing or other submission.

Mandatory Registration. i. The Company shall shall, within the later of fifteen (15) days after the First Closing Date or May 24, 2024 (the “First Filing Deadline”), file with the SEC and use its reasonable best efforts to cause to become effective a an initial Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all of the Registrable Securities) covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—], 2014 (the “First Initial Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act, shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. Notwithstanding the registration obligations set forth in this Section 2, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities of the First Closing and Second Closing 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 authorized shares then available for issuance in its Articles of Incorporation. Notwithstanding anything contrary to the foregoing, in the event that the maximum number of Registrable Securities of the Second Closing is not permitted to be registered by in the SECInitial Registration Statement in accordance with applicable SEC rules, on Form S-3 or such other form available to register for resale regulations and interpretations, the Registrable Securities as Company shall, within within the later of fifteen (15) days after the Second Closing Date (the “Second Filing Deadline” and together with the First Filing Deadline, the “Filing Deadlines” and each a secondary offering; provided“Filing Deadline”), however, that prior to filing such amendment or New file with the SEC another initial Registration Statement (the “Second Initial Registration Statement” and together with the First Initial Registration Statement, the “Initial Registration Statements” and each an “Initial Registration Statement”) covering the maximum number of Registrable Securities of the Second Closing 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 authorized shares then available for issuance in its Articles of Incorporation. Each of the Initial Registration Statement shall register only the applicable Registrable Securities, unless otherwise approved by Investor. The Investor and its counsel shall have a reasonable opportunity to review and comment upon each Registration Statement and any amendment or supplement to such Registration Statements and any related prospectus prior to its filing with the SEC, and the Company shall be obligated give due consideration to all such comments. The Investor shall promptly furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable efforts to advocate with have the Registration Statements and any amendment declared effective by the SEC no later than the Effectiveness Deadline. The Company shall use commercially reasonable efforts to keep the Registration Statements effective pursuant to Rule 415 promulgated under the Securities Act and available for the registration resale by the Investor of all of the Registrable Securities in accordance with covered thereby at all times until the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of date on which the rules adopted under Investor shall have resold all the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock “Registration Rights AgreementPeriod”). The Registration Statements (including any amendments or supplements thereto and prospectuses contained therein) are included in such offeringshall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, Registrable Securities (as defined in or necessary to make the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (appliedstatements therein, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent light of the Purchasers holding at least a majority of the Registrable Securities then outstandingcircumstances in which they were made, not misleading.

Mandatory Registration. i. The (i) Following the date on which the Warrants are issued pursuant to the Facility Agreement (the “Issuance Date”), the Company shall prepare, and, on or prior to the applicable Filing Deadline (as defined above) file with the SEC and use its reasonable best efforts to cause to become effective SEC, a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 F-3 or Form F-10 (or, if Form S-3 is not then available, on provided that such form of Registration Statement as is then available to effect a Registration for registration by the Company of all of the Registrable Securities in accordance herewith) or such other Form of Registration Statement as the Company is then eligible to use to effect a registration of the Registrable Securities) , in each case covering the resale of the Registrable Securities issued on the applicable Issuance Date (as soon as practicable and in no event later than April [—]defined below), 2014 (the “Initial which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities ActAct and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock Shares as may become issuable upon conversion exercise of or otherwise pursuant to the Conversion Shares Warrants to prevent dilution resulting from stock splits, stock dividends dividends, stock issuances or similar transactions. ii. Notwithstanding The number of Common Shares initially included in such Registration Statement shall be no less than the registration obligations set forth in this Section 2, in the event the SEC informs the Company aggregate number of Warrant Shares that all are then issuable upon exercise of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments or otherwise pursuant to the Initial Registration Statement as required by Warrants issued on the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”)Issuance Date, in either case covering the maximum number of Registrable Securities permitted without regard to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted Buyers’ ability to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that exercise the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities)Warrants, unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). ivrespectively. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the “Remainder Registration Statements”)approval, which shall not be unreasonably withheld, of) the Buyers and their counsel prior to its filing or other submission. v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. The Company shall prepare, and, on or prior to thirty (30) days from the date of Closing (as defined in the Securities Purchase Agreement) (the "FILING DATE"), file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent will not be unreasonably withheld) covering the resale of the Registrable Securities as soon as practicable underlying the Debentures and in no event later than April [—]Warrants issued or issuable pursuant to the Securities Purchase Agreement, 2014 (the “Initial which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of or otherwise pursuant to the Conversion Shares Debentures and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. . The number of shares of Common Stock initially included in such Registration Statement shall be no less than two (2) times the sum of (i) the number of Conversion Shares that are then issuable upon conversion of the Debentures and Additional Debentures (based on the Variable Conversion Price as would then be in effect and assuming the Variable Conversion Price is the Conversion Price at such time) plus (ii) the number of Warrant Shares that are then issuable upon exercise of the Warrants and the Additional Warrants, without regard to any limitation on the Investor's ability to convert the Debentures and the Additional Debentures or exercise the Warrants and the Additional Warrants. Notwithstanding The Company acknowledges that the registration obligations set forth in this Section 2, number of shares initially included in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file represents a new registration statement (a “New Registration Statement”), in either case covering good faith estimate of the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all shares issuable upon conversion of the Registrable Securities in accordance with Debentures and the SEC Guidance, including without limitation, Compliance Additional Warrants and Disclosure Interpretation 612.09 upon exercise of the rules adopted under Warrants and the Securities ActAdditional Warrants. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. The Company shall file with the SEC United States Securities and use its reasonable best efforts Exchange Commission ("SEC"), on or prior to cause to become effective June 30, 1999 (the "FILING DATE") a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration registration of all of the Registrable Securities, subject to the consent of the Initial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale of the at least 2,523,806 Registrable Securities as soon as practicable and in no event later than April [—]Securities, 2014 (the “Initial which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities ActAct and the Rules promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion exercise of the Conversion Shares Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. Notwithstanding The Registrable Securities included in the registration obligations Registration Statement shall be allocated to the Investors as set forth in this Section 2, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a11(k) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iiihereof. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the “Remainder Registration Statements”). v. In no event shall review by) the Company include Initial Investors and their counsel prior to its filing or other submission. If for any securities other than Registrable Securities and Registrable Securities (as defined in reason the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority 2(a) does not include all of the Registrable Securities then outstanding.(such shares that are not included, the "UNCOVERED SHARES"), the Company shall prepare and file with the SEC, as soon as practicable, but in any event within three (3) business days after becoming aware of the existence of any Uncovered Shares either (a) an amendment (the "UNCOVERED SHARES AMENDMENT") to the Registration Statement effecting a registration of the Uncovered Shares or (b) a registration statement which registers the Uncovered Shares (the "UNCOVERED SHARES REGISTRATION

Mandatory Registration. i. The (i) Following each date on which any Warrants are issued pursuant to the Facility Agreement (each, an “Issuance Date”), the Company shall prepare, and, on or prior to the applicable Filing Deadline (as defined above) file with the SEC and use its reasonable best efforts to cause to become effective SEC, or have on file with the SEC, a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all registration of the Registrable Securities) , subject to the consent of the Buyers, which consent will not be unreasonably withheld), which may include a shelf registration statement on Form S-3, covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—], 2014 (issued on the “Initial applicable Issuance Date which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities ActAct and the rules and regulations promulgated thereunder (including Rule 416), and to the extent necessary, shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion exercise of or otherwise pursuant to the Conversion Shares Warrants to prevent dilution resulting from stock splits, stock dividends dividends, stock issuances or similar transactions. If any Registration Statement required to be filed is filed pursuant to Rule 415(a)(1)(x) of the Securities Act, the Company may include in such Registration Statement the registration of shares of Common Stock or other securities for sale by the Company for its own account. The number of shares of Common Stock initially included in such Registration Statement, or an applicable prospectus supplement thereto if the shelf registration statement on Form S-3 does not otherwise identify a specific number of shares of Common Stock to be registered, shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants issued on the Issuance Date, without regard to any limitation on the Buyers’ ability to exercise the Warrants, respectively. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval, which shall not be unreasonably withheld, of) the Buyers and their counsel prior to its filing or other submission. Notwithstanding anything herein to the contrary, to the extent the Company is eligible to use Instruction I.D. to Form S-3, any Registration Statement or post-effective amendment to a Registration Statement required to be filed hereunder shall be filed pursuant to Instruction I.D. of Form S-3. (ii. Notwithstanding the registration obligations set forth in this Section 2, in the event ) If for any reason the SEC informs the Company that does not permit all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined included in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to Section 2(a)(i) above, or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Section 2.A. without Agreement, then the prior written consent Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 of the Purchasers holding at least a majority of the Registrable Securities then outstandingAct.

Mandatory Registration. i. (i) The Company shall use its best efforts to ---------------------- prepare, and, on or before the date that is sixty (60) business days after the date of the First Closing, file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement or Registration Statements (as necessary) on Form S-3 (or, if Form S-3 such form is not then availableunavailable for such a registration, on such other form of Registration Statement as is then available to effect for such a Registration registration of all of the Registrable Securities) (any of which may contain a combined prospectus with other registrations by the Company), covering the resale of all of the Registrable Securities as soon as practicable and in no event later than April [—]Securities, 2014 (the “Initial which Registration Statement”Statement(s). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act1933 Act and the rules promulgated thereunder (including without limitation Rule 416), shall state that such Initial Registration Statement Statement(s) also covers such indeterminate number of additional shares (the "Indeterminate Shares") of Class A Common Stock as may become issuable upon conversion of the Conversion Preferred Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions. (ii. Notwithstanding ) To the registration obligations set forth in this Section 2, in extent the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, Indeterminate Shares for any reason can not be registered for resale as a secondary offering on a single registration statementunder the Registration Statement(s) required under Section 2(a)(i) above, then with respect to such Indeterminate Shares, the Company shall promptly inform each of the Purchasers and use its commercially reasonable best efforts to to prepare, and, on or before the date that is fifteen (a15) days after the Indeterminate Shares become issuable, file amendments to with the Initial SEC a Registration Statement or Registration Statements (as required by the SEC and/or (bnecessary) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or (or, if such form is unavailable for such a registration, on such other form as is available to register for resale the Registrable Securities as such a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance Indeterminate Shares) (any of which may contain a combined prospectus with other registrations by the SEC GuidanceCompany), including without limitation, Compliance and Disclosure Interpretation 612.09 covering the resale of all of the rules adopted under Indeterminate Shares. A copy of the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering Statement(s) (and notwithstanding that each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the Company used commercially reasonable efforts to advocate with approval of the SEC for Buyer, which approval shall not be unreasonably withheld or denied) the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as Buyer and its counsel prior to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights filing or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders)other submission. iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. The Company shall prepare, on a one time basis, and, as soon as practicable, but not later than the sixtieth (60th) day following the date of the Closing under the Securities Purchase Agreement (the "FILING DATE"), file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration registration of all of the Registrable SecuritiesSecurities required to be included in such Registration Statement (as determined pursuant to Section 11(j) hereof) on or before the ninetieth (90th) day following the date of the Closing) covering the resale of the at least 4,116,288 Registrable Securities as soon as practicable (200% of the maximum number of shares of Common Stock issuable upon the full exercise of or otherwise with respect to the Prepaid Warrants issued at the Closing, plus 100% of the maximum number of shares of Common Stock issuable upon the full exercise of the Incentive Warrants and in no event later than April [—], 2014 (Placement Agent Warrants issued at the “Initial Registration Statement”Closing). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities ActAct and the Rules promulgated thereunder (including Rule 416), 3 shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion exercise of the Conversion Shares Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions. transactions or (ii. Notwithstanding the registration obligations set forth in this Section 2, ) by reason of reductions in the event the SEC informs the Company that all Exercise Price of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities Warrants in accordance with the SEC Guidanceterms thereof (including, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities but not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (appliedlimited to, in the case that some shares may be registered, to all such holders on a pro rata basis based on of the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. abovePrepaid Warrants, the Company will use its commercially reasonable efforts terms which cause the Variable Exercise Price to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided decrease to the Company or to registrants extent the Closing Bid Price of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those the Common Stock decreases). The Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined included in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant hereunder shall be allocated to this the Investors as set forth in Section 2.A. without 11(k) hereof. The Registration Statement filed hereunder (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to review by) the prior written consent Placement Agent and its counsel acting on behalf of the Purchasers holding at least a majority Investors prior to its filing or other submission. The Investors understand that such Registration Statement may include other shares of stock as registered by the Registrable Securities then outstandingCompany.

Mandatory Registration. i. The Company shall prepare, and, on or prior to the earlier to occur of (i) ten (10) days from Investment Completion Date (as defined in the Securities Purchase Agreement) or (ii) thirty (30) days from the Termination Date (as defined in the Securities Purchase Agreement) (such earlier date being referred to herein as the "Filing Date", file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent will not be unreasonably withheld) covering the resale of the Registrable Securities as soon as practicable underlying the Debentures and in no event later than April [—]Warrants issued or issuable pursuant to the Securities Purchase Agreement, 2014 (the “Initial which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of or otherwise pursuant to the Conversion Shares Debentures and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. Notwithstanding The number of shares of Common Stock initially included in such Registration Statement shall be no less than an amount equal to two (2) times the registration obligations set forth sum of the number of Conversion Shares that are then issuable upon conversion of the Debentures (based on the Variable Conversion Price as would then be in this Section 2effect and assuming the Variable Conversion Price is the Conversion Price at such time), and the number of Warrant Shares that are then issuable upon exercise of the Warrants, without regard to any limitation on the Investor's ability to convert the Debentures or exercise the Warrants. The Company acknowledges that the number of shares initially included in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file represents a new registration statement (a “New Registration Statement”), in either case covering good faith estimate of the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all shares issuable upon conversion of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance Debentures and Disclosure Interpretation 612.09 upon exercise of the rules adopted under the Securities ActWarrants. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. The (a) As promptly as possible after the date hereof, and in any event prior to the date that is five (5) days following the Stockholder Approval (as such term is defined in the Securities Purchase Agreement) (the “Mandatory Filing Date”), the Company shall prepare and file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement on Form S-3 (orX-0, if Form S-3 is not then availableX-0 or other appropriate form, on such form for the purpose of Registration Statement as is then available to effect a Registration of registering under the Securities Act all of the Registrable Securities) covering Shares for resale by, and for the resale of the Registrable Securities account of, each Investor as soon as practicable and in no event later than April [—], 2014 an initial selling stockholder thereunder (the “Initial Mandatory Registration Statement”). The Initial Mandatory Registration Statement filed hereundershall permit the Investors to offer and sell, on a delayed or continuous basis pursuant to the extent allowable Rule 415 under the Securities Act, shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares to prevent dilution resulting from stock splits, stock dividends any or similar transactions. ii. Notwithstanding the registration obligations set forth in this Section 2, in the event the SEC informs the Company that all of the Registrable Securities cannotShares. The Company agrees to use its best efforts to cause the Mandatory Registration Statement to be declared effective as soon as possible but in no event later than the date that is one hundred twenty (120) days following the Mandatory Filing Date (the “Mandatory Effective Date”) (including filing with the SEC, as a result within three (3) Business Days of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, date that the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to is notified (aorally or in writing, whichever is earlier) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw that the Initial Mandatory Registration Statement and file will not be “reviewed” or will not be subject to further review, a new registration statement request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act (a an “New Registration StatementAcceleration Request”), which request shall request an effective date that is within three (3) Business Days of the date of such request). The Company shall notify each Investor in writing promptly (and in any event within one (1) Business Day) after the Company’s submission of an Acceleration Request to the SEC. The Company shall be required to keep the Mandatory Registration Statement continuously effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which all of the Registrable Shares registered thereunder shall have been sold and (ii) the date as of which all Investors may sell all the Registrable Shares without restriction pursuant to Rule 144(k) of the Securities Act (or any successor rule thereto); provided, that in either case covering the maximum number of Registrable Securities permitted to such date shall be registered extended by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities amount of time of any Suspension Period (as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statementdefined below). Thereafter, the Company shall be obligated entitled to use its commercially reasonable efforts withdraw the Mandatory Registration Statement and, upon such withdrawal and notice to advocate with the SEC for Investors, the registration of all Investors shall have no further right to offer or sell any of the Registrable Securities Shares pursuant to the Mandatory Registration Statement (or any prospectus relating thereto). (b) Notwithstanding anything in accordance with this Section 2 to the SEC Guidancecontrary, including without limitation, Compliance and Disclosure Interpretation 612.09 if the Company shall furnish to the Investors a certificate signed by the President or Chief Executive Officer of the rules adopted Company stating that the Board has made the good faith determination (i) that the continued use by the Investors of the Mandatory Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant hereto would require, under the Securities Act. Act and the rules and regulations promulgated thereunder, premature disclosure in the Mandatory Registration Statement (or the Prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would not be in the best interests of the Company and (iii. Notwithstanding any other provision ) that it is therefore essential to suspend the use by the Investors, of this Agreementthe Mandatory Registration Statement (and the Prospectus relating thereto), if any SEC Guidance sets forth a limitation on then the number right of the Investors to use the Mandatory Registration Statement (and the Prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities permitted Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) not greater than twenty (20) consecutive Business Days during any consecutive twelve (12) month period. During the Suspension Period, the Investors shall not offer or sell any Registrable Shares pursuant to be registered on a particular or in reliance upon the Mandatory Registration Statement (or the Prospectus relating thereto). The Company agrees that, as a secondary offering promptly as possible, but in no event later than one (1) Business Day, after the consummation, abandonment or public disclosure of the event or transaction that caused the Company to suspend the use of the Mandatory Registration Statement (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (aProspectus relating thereto) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holdersthis Section 2(c). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by possible lift any suspension, provide the SEC Investors with revised Prospectuses, if required, and will notify the Investors of their ability to effect offers or sales of Registrable Shares pursuant to or in reliance upon the SEC Guidance provided Mandatory Registration Statement. (c) It shall be a condition precedent to the Company or to registrants obligations of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than register Registrable Shares for the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed account of an Investor pursuant to this Section 2.A. without 2, Section 2A or Section 3 that such Investor furnish to the prior written consent of the Purchasers holding at least a majority of Company such information regarding itself, the Registrable Securities held by it, and the method of disposition of such securities as shall be required to effect the registration of such Investor’s Registrable Securities. (d) If (i) the Mandatory Registration Statement is not filed on or prior to the Mandatory Filing Date, or (ii) the Mandatory Registration Statement filed or required to be filed hereunder is not declared effective by the Commission by the Mandatory Effective Date (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) or (ii) the date on which such Event occurs, referred to as “Event Date”), then outstandingon each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Investor an amount in cash, as liquidated damages and not as a penalty, equal to 1% of the aggregate purchase price paid by such Investor pursuant to the Securities Purchase Agreement for any Registrable Shares then held by such Investor assuming for such purposes that such calculation is based on a fully converted basis. The parties agree that (1) in no event will the Company be liable for liquidated damages under this Agreement in excess of 1% of the Aggregate Purchase Price of the Investors in any 30-day period and (2) the maximum aggregate liquidated damages payable to an Investor under this Agreement shall be twelve percent (12%) of the Aggregate Purchase Price paid by such Investor pursuant to the Securities Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 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 partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event. Notwithstanding anything in this agreement to the contrary, the Investors’ sole remedy at law for the failure of the Company to file a Mandatory Registration Statement and cause such Mandatory Registration Statement to become effective in accordance with Section 2(a) hereof shall be the liquidated damages described in this Section 2(d).

Mandatory Registration. i. The Company shall prepare, and, within sixty (60) calendar days after the date on which ComVest provides written notice to the Company of its desire to have the Company register the Registerable Securities (the “Filing Date”), file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all registration of the Registrable Registerable Securities, subject to the consent of ComVest, which consent will not be unreasonably withheld) covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—]Registerable Securities, 2014 (the “Initial which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of or otherwise pursuant to the Conversion Shares Preferred Stock and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. Notwithstanding The number of shares of Common Stock initially included in such Registration Statement shall be no less than an amount equal to the registration obligations set forth sum of the number of shares of Common Stock that are then issuable upon conversion of the Preferred Stock (based on the Conversion Price), and the number of shares of Common Stock that are then issuable upon exercise of the Warrants, without regard to any limitation on ComVest’s ability to convert the Preferred Stock or exercise the Warrants but in this Section 2, each case that relates to Registerable Securities. The Company acknowledges that the number of shares initially included in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file represents a new registration statement (a “New Registration Statement”), in either case covering good faith estimate of the maximum number of Registrable Securities permitted shares issuable upon conversion of the Preferred Stock and upon exercise of the Warrants but in each case that relates to Registerable Securities. ComVest acknowledges and agrees that such initial Registration Statement to be registered by the SEC, filed on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company Filing Date shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities include shares in accordance with the SEC Guidance, including without limitation, Compliance registration rights set forth in subsection (ii) and Disclosure Interpretation 612.09 (iii) of the rules adopted under the Securities Act. iii. Notwithstanding any other provision definition of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Existing Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holdersAgreements, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held Lock-Up Agreements being entered into by such holders)parties. iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. The Company shall file with the SEC United States Securities and use its reasonable best efforts Exchange Commission ("SEC"), on or prior to cause to become effective the date which is thirty days after the Closing Date (the "Filing Date") a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration registration of all of the Registrable Securities, subject to the consent of the Initial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale of the at least 1,231,010 Registrable Securities as soon as practicable and in no event later than April [—]Securities, 2014 (the “Initial which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities ActAct and the Rules promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion exercise of the Conversion Shares Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. iitransactions (the "Initial Registration Statement"). Notwithstanding The Registrable Securities included in the registration obligations Initial Registration Statement shall be allocated to the Investors as set forth in this Section 211(k) hereof. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the review by) the Initial Investors and their counsel prior to its filing or other submission. If for any reason (including, but not limited to, a determination by the staff of the SEC that the Adjustment Shares or any other Registrable Securities cannot be included in the event Initial Registration Statement (an "SEC" Determination")) the Initial Registration Statement declared effective by the SEC informs the Company that does not include all of the Registrable Securities cannot, as a result of (any such shares that are not included being the application of Rule 415, be registered for resale as a secondary offering on a single registration statement"Uncovered Shares"), the Company shall promptly inform each of the Purchasers prepare and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly soon as allowed practicable, but in any event prior to the later of (x) the third (3rd) business day after becoming aware of the existence of any Uncovered Shares and (y) the tenth (10th) day after the date on which the Initial Registration Statement is declared effective by the SEC (such later date referred to herein as the "Uncovered Share Filing Date"), either (a) an amendment (the "Uncovered Shares Amendment") to the Initial Registration Statement effecting a registration of the Uncovered Shares or (b) a registration statement which registers the Uncovered Shares (the "Uncovered Shares Registration Statement"). The Uncovered Shares Amendment or the SEC Guidance Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Initial Investor and its counsel for review and comment prior to its filing or other submission. The Company or shall use its best efforts to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on cause the Initial Registration Statement, as amended, Uncovered Shares Amendment or the New Uncovered Shares Registration Statement (to become effective as soon as practicable after the “Remainder Registration Statements”)filing thereof. v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. The (i) Following the date of this Agreement, the Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all of the Registrable Securities, (provided, that in the case of Additional Anti-dilution Shares that may become issuable in respect of the Series B Notes pursuant to Section 14.02(n) of the Indenture or Section 4(g) of the Warrants, the Mandatory Registration Statement shall include the Company’s good faith estimate of the number of such Additional Anti-dilution Shares that may become issuable pursuant to such provision), subject to the consent of the Investors, which consent shall not be unreasonably withheld), covering the resale of all of the Registrable Securities as soon as practicable and in no event later than April [—]Securities, 2014 (the “Initial which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities ActAct and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion (as applicable) of or otherwise pursuant to or in respect of the Conversion Shares Series B Notes or the Warrants to prevent dilution resulting from stock splits, stock dividends dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than 101,641,085, subject to adjustment for any Stock Event occurring prior to the effective date of such Registration Statement. (ii. Notwithstanding ) If for any reason, despite the registration obligations set forth in this Section 2, in the event the SEC informs the Company that Company’s use of its reasonable best efforts to include all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as requested or required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without 2(a)(i) (and subject to Section 3(q) below), the prior written SEC does not permit all such Registrable Securities to be included in such Registration Statement, or for any other reason any such Registrable Securities are not then included in a Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Purchasers holding at least Investors, which consent shall not be unreasonably withheld) covering the resale of all Registrable Securities requested or required to be included in such Registration Statement filed pursuant to Section 2(a)(i) and not already covered by an existing and effective Registration Statement for an offering to be made on a majority continuous basis pursuant to Rule 415. (iii) Subject to any SEC comments, any Registration Statement pursuant to this Section 2(a) shall include a “plan of distribution” approved by the holders of a majority-in-interest of the Registrable Securities then outstanding.to be included in such Registration Statement. No Investor shall be named as an

Mandatory Registration. i. The Company (i) If, at any one time and only one time during the Mandatory Registration Rights Period, the Holder shall give notice to the Purchaser requesting that Purchaser file with the SEC under the 1933 Act a registration statement relating to fifty percent (50%) or more of the Registerable Shares issued to Robmar pursuant to this Agreement, Purchaser shall as expeditiously as possible file (subject to Section 11(c)(iv)) and use its reasonable best efforts to cause to become effective under the 1933 Act a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on registration statement covering such form number of Registration Statement Registerable Shares as is then available the Purchaser has been requested to effect a Registration of all of register for disposition by the Registrable Securities) covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—], 2014 (the “Initial Registration Statement”). The Initial Registration Statement filed hereunder, Holder or to the extent allowable under required to permit the Securities Actpublic sale or other public disposition thereof for a period of up to nine months by the Holder. (ii) Purchaser shall pay all costs, shall state that such Initial Registration Statement also covers such indeterminate number expenses, disbursements and fees, including fees and expenses of additional shares Purchaser's counsel and of Class A Common Stock as may become issuable upon conversion printing and furnishing copies of the Conversion Shares prospectuses, in connection with the one registration statement initiated pursuant to prevent dilution resulting from stock splitsthe provisions of this Section 11(c), stock dividends or similar transactions. iiand also including all costs, expenses, disbursements and fees required to keep such registration statement current for a period of up to nine months, but excluding those costs described in Section 11(b)(iii) above. Notwithstanding the foregoing, Purchaser shall not be required to pay for any expenses of any registration obligations set forth in this Section 2, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed proceeding begun pursuant to this Section 2.A. without 11(c) if the prior written consent registration request is subsequently withdrawn by the Holder unless such withdrawal results from a material decline in the market price of the Purchasers holding Common Stock for reasons that were not foreseen by Purchaser and disclosed to the Holder within 10 days after the request for such registration is made to Purchaser. If the Holder's request under this Section 11(c) is made at least a majority time when the Purchaser's nine month financial statements are no longer usable in a registration statement pursuant to applicable SEC regulations, but the Purchaser's year-end financial statements are not yet completed and are not required to be completed pursuant to applicable SEC regulations, the Holder shall bear the additional costs and fees of the Registrable Purchaser's auditors which may result from the Purchaser's inability to use year-end financial statements in the registration statement initially filed pursuant to the Holder's request, unless the Purchaser would ordinarily be required to incur such costs to comply with the reporting requirements of the Securities then outstandingExchange Act of 1934, as amended. (iii) It is understood that Purchaser shall not be required to file more than one registration statement pursuant to this Section 11(c). (iv) It is also understood that if the registration statement pertains to an underwritten offering, Purchaser shall have the right to postpone or withdraw any registration effected pursuant to this Section 11(c) without obligation to the Holder upon the advice of the managing underwriter that such postponement or withdrawal is in the best interests of Purchaser.

Mandatory Registration. i. The (i) Following the Agreement Date, the Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—]Securities, 2014 (the “Initial which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities ActAct and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion exercise of or otherwise pursuant to the Conversion Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than 6,920,714, subject to adjustment for any stock split, share or stock dividend, recapitalization, combination of outstanding Common Shares (by consolidation, combination, reverse stock split or otherwise) or similar transactions occurring prior to the effective date of such Registration Statement. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii. Notwithstanding ) If for any reason, despite the registration obligations set forth in this Section 2, in the event the SEC informs the Company that all Company’s use of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the SEC for the registration of include all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without 2(a)(i) above (and subject to Section 3(q) below), the prior written consent of the Purchasers holding at least a majority SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then outstandingincluded in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. i. The (a) No later than fourteen (14) business days after the Closing (the "Filing Date"), the Company shall will prepare and file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement registration statement on Form S-3 (or, if Form S-3 is not then availableavailable to the Company, on such form of Registration Statement as registration statement that is then available to effect a Registration registration of all Registrable Shares) for the purpose of registering under the Securities Act all of the Registrable Securities) covering Shares for resale by, and for the resale account of, the Investors as selling stockholders thereunder (the "Registration Statement"). The Registration Statement shall permit the Investors 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 Shares. The Registration Statement shall contain (except if otherwise directed by the Investors) the "Plan of Distribution" attached hereto as Exhibit A. The Company agrees to use commercially reasonable efforts to cause the Registration Statement to become effective as soon as practicable and after filing, but in no event later than April [—], 2014 (the “Initial Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act, shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion earlier of the Conversion Shares to prevent dilution resulting from stock splits, stock dividends sixtieth (60th ) day following the Filing Date or similar transactions. ii. Notwithstanding the registration obligations set forth in this Section 2, in date which is within ten (10) business days of the event date on which the SEC informs the Company that the SEC (i) will not review the Registration Statement or (ii) that the Company may request acceleration of the effectiveness of the Registration Statement (the "Effectiveness Date"). The Company shall be required to keep the Registration Statement effective until such date that is the earliest of (i) the date when all of the Registrable Securities cannotShares registered thereunder shall have been sold, (ii) such time as all the Registrable Shares held by the Investors can be sold pursuant to Rule 144 within a result given three-month period without volume limitation and without compliance with the registration requirements of the application of Rule 415, be registered for resale Securities Act or (iii) eighteen months from the Effectiveness Date (such date is referred to herein as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial "Mandatory Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”Termination Date"), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement. Thereafter, the Company shall be obligated entitled to use its commercially reasonable efforts withdraw the Registration Statement and the Investors shall have no further right to advocate with the SEC for the registration of all offer or sell any of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired Shares pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require prospectus relating thereto). (b) The offer and sale of the Registrable Shares pursuant to the Registration Statement shall not be underwritten. (c) The Company to include shall not permit any securities other than the Registrable Securities and Registrable Securities (as defined to be included in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without Statement, unless otherwise agreed upon in writing between the prior written consent of Investors and the Purchasers holding at least a majority of the Registrable Securities then outstandingCompany.

Mandatory Registration. i. The Following the date of issuance of any Warrants pursuant to the Facility Agreement, the Company shall prepare, and, on or prior to the applicable Filing Deadline (as defined above) file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all registration of the Registrable Securities, subject to the consent of the Buyer, which consent will not be unreasonably withheld) covering the resale of the Registrable Securities issued on the applicable Issuance Date (as soon as practicable and in no event later than April [—], 2014 (the “Initial defined below) which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities ActAct and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion exercise of or otherwise pursuant to the Conversion Shares Warrants to prevent dilution resulting from stock splits, stock dividends dividends, or similar transactions. ii. Notwithstanding The number of shares of Common Stock initially included in such Registration Statement shall be no less than the registration obligations set forth in this Section 2aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants issued on the Issuance Date (as defined herein), in without regard to any limitation on the event Buyer’s ability to exercise the SEC informs Warrants and the Company acknowledges that all the number of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform shares initially included in each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file represents a new registration statement (a “New Registration Statement”), in either case covering good faith estimate of the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 shares issuable upon exercise of or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, Warrants issued on the applicable Issuance Date and shall be amended if Registrable Securities (as defined not sufficient in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in good faith estimate of the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). ivCompany. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the “Remainder Registration Statements”)approval, which shall not be unreasonably withheld, of) the Buyer and its counsel prior to its filing or other submission. v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. The Following the issuance of any Warrants pursuant to the Loan Agreement, the Company shall prepare, and, on or prior to the applicable Filing Deadline (as defined above) file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all registration of the Registrable Securities) covering the resale of the Registrable Securities issued or outstanding on the applicable Issuance Date (as soon as practicable and in no event later than April [—], 2014 (the “Initial defined below) which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities ActAct and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion exercise of or otherwise pursuant to the Conversion Shares Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. Notwithstanding the registration obligations set forth The number of shares of Common Stock initially included in this Section 2, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial such Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on no less than the number of Registrable Securities permitted issuable or outstanding as of such date, including, without limitation, upon exercise of Warrants, without regard to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based any limitation on the total number of unregistered shares held by all such holders, subject Buyer’s ability to a determination by exercise the SEC Warrants. The Company acknowledges that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial initially included in each Registration Statement represents a good faith estimate of the maximum number of shares issuable upon exercise of or files a New otherwise pursuant to the Warrants issued on the applicable Issuance Date and shall be amended if not sufficient. Each Registration StatementStatement (and each amendment or supplement thereto, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance and each request for acceleration of effectiveness thereof) shall be provided to the Company Buyer and its counsel prior to its filing or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)submission. v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. The Company shall use its best efforts to prepare, and, on or before April 1, 1999 (such date of filing, the "Initial Filing Date"), file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or, if Form S-3 such form is not then availableunavailable for such a registration, on such other form of Registration Statement as is then available to effect for such a Registration of all of the Registrable Securities) registration), covering the resale of the amount of Registrable Securities as soon as practicable and in no event later than April [—]identified below, 2014 (the “Initial which Registration Statement”Statement(s). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act1933 Act and the rules promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement Statement(s) also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable (i) upon conversion of the Conversion Shares or exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. , (ii. Notwithstanding the registration obligations set forth in this Section 2, ) by reason of changes in the event the SEC informs the Company that all exercise price of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities Warrants in accordance with the SEC Guidanceterms thereof, including without limitation, Compliance and Disclosure Interpretation 612.09 (iii) by reason of the rules adopted under exercise by Buyer of its right of first refusal as set forth in Section 5 of the Securities Act. iiiStock Purchase Agreement. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the The number of Registrable Securities permitted shares of Common Stock initially included in such Registration Statement(s) shall be no less than 3,000,000 shares of Common Stock that are issuable upon the Initial Filing Date and the exercise of Warrants in accordance with their terms. The Company shall use its best efforts to be registered on have such Registration Statement(s) declared effective by the SEC within ninety (90) days after the filing of the Registration Statement. The Company further undertakes to take all steps necessary to ensure that a particular Registration Statement as a secondary offering (and notwithstanding that is or Registration Statements are effective during the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities Period (as defined in the Stock Registration Rights Agreementbelow) are included in such offering, with respect to all Registrable Securities and the resale thereof at all times during the Registration Period. Any Registration Statement(s) referred to in this Section 2(a) (as defined in the Stock Registration Rights Agreementand each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) not acquired pursuant shall be provided to and approved by Buyer and its legal counsel prior to the Stock Purchase Agreement Company's filing or other submission (such approval not to be unreasonably withheld) and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts not file any document in a form to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or which such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)counsel reasonably objects. v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. The (a) If the Company has not Registered the Registrable Securities of the Investor pursuant Section 2 hereof within 270 days of the date hereof, to the Company shall then promptly prepare and file with the SEC and use its reasonable best efforts to cause to become effective Commission a Registration Statement on Form S-3 SB-2 (or, if Form S-3 SB-2 is not then availableavailable to the Company, on such form of Registration Statement registration statement as is then available to effect a Registration of all registration for resale of the Registrable Securities) ), as a "shelf" registration statement under Rule 415 covering the resale of the number of shares of Registrable Securities as soon as practicable and in no event later than April [—], 2014 (equal to the “Initial Registration Statement”)number of Issued Shares. The Initial Registration Statement filed hereundershall state, to the extent allowable permitted by Rule 416 under the Securities Act, shall state that such Initial Registration Statement it also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares be required in order to prevent dilution resulting from stock splits, stock dividends or similar transactionsevents. ii. Notwithstanding the registration obligations set forth in this Section 2, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw The Company shall use its best efforts to cause the Initial Registration Statement to become effective as soon as practicable following the filing thereof. The Company shall respond promptly to any and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered all comments made by the SEC, staff of the Commission on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, and shall submit to the Commission a request for acceleration of the effectiveness of the Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request promptly after the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all learns that no review of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced made by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights staff of the Commission or otherwise) and, if Registrable Securities (as defined in that the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in staff of the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based Commission has no further comments on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be. The Company shall maintain the effectiveness of the Registration Statement until the earlier to occur of (i) the date on which all of the Registrable Securities have been sold pursuant to either the Registration Statement or Rule 144 under the Securities Act, under clause and (ii. above) the date on which all of the remaining Registrable Securities (in the reasonable opinion of counsel to the Investor) may be immediately sold to the public without registration and without regard to the amount of Registrable Securities which may be sold by the Investor thereof at a given time (the period beginning on the Closing Date and ending on the earlier to occur of (i) or (ii) above being referred to herein as the "Registration Period"). (c) No more than one time in any twelve (12) month period for an aggregate of not more than thirty (30) days, the Company will may delay the disclosure of material non-public information concerning the Company, by suspending the use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities any prospectus included in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement contemplated by this Section containing such information, the disclosure of which would require at the time is not, in the good faith opinion of the Board of Directors of the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined evidenced in writing, in the Stock Registration Rights Agreementbest interests of the Company (an “Allowed Delay”); provided, that the Company shall promptly (a) on any Registration Statement filed pursuant to this Section 2.A. notify the Investor in writing of the existence of (but in no event, without the prior written consent of the Purchasers holding Investor, shall the Company disclose to such Investor any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay, and (b) advise the Investor in writing to cease all sales under the Registration Statement until the end of the Allowed Delay. Notwithstanding the foregoing, the Company may suspend the use of a prospectus as a result of an Allowed Delay no more than three (3) times. (d) In the event of a registration by the Company involving the offering and sale by the Company of equity securities or securities convertible into or exchangeable for its equity securities, the Investor agrees, if requested by the Company (or, in the case of an underwritten offering, by the managing underwriter), not to effect any public sale or distribution (excluding any sale pursuant to Rule 144 or Regulation S under the Securities Act) of any securities (except, in each case, as part of the applicable registration, if permitted), which securities are the same as or similar to those being registered in connection with such registration, or which are convertible into or exchangeable or exercisable for such securities, during the period beginning seven (7) days before, and ending ninety (90) days (or such lesser period as may be permitted by the Company or such managing underwriter) after, the effective date of the registration statement filed in connection with such registration, to the extent the Investor is notified in writing by the Company or the managing underwriter at least a majority thirty (30) days prior to the filing of the Registrable Securities registration statement for such registration; provided, however, that such restriction shall apply to the Investor only if it beneficially owns five per cent (5%) or more (on a fully converted basis) of the then outstandingissued Issued Shares at the date of such request.

Mandatory Registration. i. The Company shall prepare, and, as soon ---------------------- as practicable but in no event later than 30 days after the date of issuance of the relevant Preferred Shares, file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or, if Form S-3 such form is not then availableunavailable for such a registration, on such other form of Registration Statement as is then available for such a registration, subject to effect the consent of the Investors holding a Registration majority of the Registrable Securities and the provisions of Section 2(c), which consent will not be unreasonably withheld), covering the resale of all of the Registrable Securities, which Registration Statement(s) covering the resale of the Registrable Securities as soon as practicable and shall state that, in no event later than April [—], 2014 (the “Initial Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable accordance with Rule 416 promulgated under the Securities 1933 Act, shall state that such Initial Registration Statement Statement(s) also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Preferred Shares or exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions. transactions and (ii. Notwithstanding the registration obligations set forth in this Section 2, ) by reason of changes in the event the SEC informs the Company that all Conversion Price or Conversion Rate of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities Preferred Shares in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iiiterms thereof. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Such Registration Statement shall initially register for resale 3,020,000 shares of Common Stock, subject to adjustment as a secondary offering (and notwithstanding that provided in Section 3(b). Such registered shares of Common Stock shall be allocated among the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a Investors pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities issued or issuable as of each date that were not registered for resale on the Initial a Registration Statement, as amended, or relating to the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority resale of the Registrable Securities then outstandingis declared effective by the SEC. The Company shall use its best efforts to have the Registration Statement(s) declared effective by the SEC as soon as practicable, but in no event later than 90 days after the issuance of the relevant Preferred Shares.

Mandatory Registration. i. The Company shall file shall, in connection with the SEC IPO and use its reasonable best efforts to cause to become effective a with the same Registration Statement on Form S-3 (orutilized by the Company for the IPO, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all registration of the Registrable Securities) Securities covering the resale of the all Registrable Securities as soon as practicable and in no event later than April [—]underlying the Notes issued or otherwise issuable pursuant to the Securities Purchase Agreement, 2014 (the “Initial which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares Notes to prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. The Company acknowledges that the number of Registrable Securities initially to be included in the Registration Statement for the Registrable Securities shall represent a good faith estimate of the maximum number of shares issuable upon conversion of the Notes. Notwithstanding the registration obligations set forth foregoing agreement to register all Registrable Securities in this Section 2connection with the IPO, if, in connection with IPO, the event managing underwriter(s) thereof shall impose a limitation on the SEC informs number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)’ sole and absolute judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company that all shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities cannot, with respect to which such Purchaser has requested inclusion hereunder as a result the underwriter shall permit. Any exclusion of the application of Rule 415, Registrable Securities shall be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of made pro rata among the Purchasers and use its commercially reasonable efforts to (a) file amendments seeking to include Registrable Securities in proportion to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted sought to be registered included by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offeringPurchasers; provided, however, that prior the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to filing inclusion of such amendment securities in such Registration Statement or New are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration StatementStatement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. If a Registration Statement registering of all the Registrable Securities is not declared effective by October 31, 2006, the Company shall be obligated pay, in cash, and in addition to use its commercially reasonable efforts any other remedies available in law or equity, liquidated damages to advocate with each of the SEC Purchasers in an amount equal to (i) one and one-half percent (1.5%) of each Purchaser’s subscription amount for the registration first 30 days (or part thereof) after July 31, 2006 and (ii) an additional one and one-half percent (1.5%) of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding each Purchaser’s subscription amount for any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering subsequent 30-day period (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securitiespart thereof), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holdersthereafter, subject to a determination by the SEC that the shares maximum aggregate penalty of certain holders must ten percent (10%) of each Purchaser’s subscription amount. Such payments shall be reduced first based made on the number first business day of shares held by each month, commencing November 1, 2006, until such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as is declared effective and all pro rate portions of such payments for the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities month in general, one or more registration statements on Form S-3 or which such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement is declared effective shall be paid within five (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement5) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent business days of the Purchasers holding at least a majority declaration of the Registrable Securities then outstandingeffectiveness.

Mandatory Registration. i. The Company shall file with the SEC United States Securities and use its reasonable best efforts to cause to become effective Exchange Commission (“SEC”), on or before thirty (30) calendar days after the Closing Date (the “Filing Deadline”) a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration registration of all of the Registrable Securities) covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—], 2014 at least 5,993,498 shares of Common Stock (the “Initial Registration Statement”). The Registrable Securities included in the Initial Registration Statement filed hereunder, to shall be registered on behalf of the extent allowable under the Securities Act, shall state that such Investors as set forth in Section 11(k) hereof. The Initial Registration Statement also covers such indeterminate number (and each amendment or supplement thereto, and each request for acceleration of additional shares of Class A Common Stock as may become issuable upon conversion effectiveness thereof) shall be provided to the Investors and their counsel. If for any reason (including, but not limited to, a determination by the staff of the Conversion Shares to prevent dilution resulting from stock splits, stock dividends SEC that all or similar transactions. ii. Notwithstanding any portion of the registration obligations set forth in this Section 2, Registrable Securities cannot be included in the event Initial Registration Statement (an “SEC Determination”)) the Initial Registration Statement declared effective by the SEC informs the Company that does not include all of the Registrable Securities cannot, as a result of (any such shares that are not included being the application of Rule 415, be registered for resale as a secondary offering on a single registration statement“Uncovered Shares”), the Company shall promptly inform each of the Purchasers prepare and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly soon as allowed by practicable, but in any event prior to the SEC tenth (10th) Business Day after becoming aware of the existence of any Uncovered Shares (such date referred to herein as the “Uncovered Share Filing Deadline”), either (a) an amendment (the “Uncovered Shares Amendment”) to the Initial Registration Statement effecting a registration of the Uncovered Shares or (b) a registration statement which registers the Uncovered Shares (the “Uncovered Shares Registration Statement”). The Uncovered Shares Amendment or the SEC Guidance Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Investors and their counsel. The Company or shall use its best efforts to registrants cause each of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, Statement and the Uncovered Shares Amendment or the New Uncovered Shares Registration Statement (to become effective as soon as practicable after the “Remainder Registration Statements”)filing thereof. v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. (i) The Company shall prepare and file with the SEC SEC, as soon as possible after the Closing Date and use its reasonable best efforts to cause to become effective no later than thirty (30) days following the Closing Date (the "Required Filing Date"), either a Registration Statement on Form S-3 (oror an amendment to an existing Registration Statement, if Form S-3 is not then available, on such form in either event registering for resale by the Holders a sufficient number of Registration Statement as is then available shares of Common Stock for the Holders to effect a Registration of all of the Registrable Securities) covering the resale of sell the Registrable Securities (or such lesser number as soon as practicable and may be required by the SEC, but in no event later less than April [—]one hundred fifty percent (150%) of the aggregate number of shares (A) into which the relevant Warrants would be convertible at the time of filing of such Registration Statement (assuming for such purposes that all such Warrants had been eligible to be converted, 2014 (the “Initial Registration Statement”and had been converted, into Registrable Securities in accordance with their terms, whether or not such accrual of interest, eligibility or conversion had in fact occurred as of such date). The Initial Registration Statement filed hereunder(W) shall include the Registrable Securities and (X) shall also state that, to the extent allowable in accordance with Rule 416 and 457 under the Securities Act, shall state that such Initial Registration Statement it also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares Warrants to prevent dilution resulting from stock splits, splits or stock dividends or similar transactionsdividends. The Company will use its reasonable efforts to cause such Registration Statement to be declared effective on a date (a "Required Effective Date") no later than ninety (90) days after the Closing Date. (ii. Notwithstanding ) If at any time (an "Increased Registered Shares Date"), the registration obligations set forth in number of shares of Common Stock represented by the Registrable Securities, issued or to be issued as contemplated by the Transaction Agreements, exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within ten (10) business days after receipt of a written notice from any Holders, either (X) amend the relevant Registration Statement filed by the Company pursuant to the preceding provisions of this Section 2, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial if such Registration Statement as required has not been declared effective by the SEC and/or at that time, to register one hundred ten percent (b110%) withdraw of such Registrable Shares, computed as contemplated by the Initial immediately preceding subparagraph (i), or (Y) if such Registration Statement and has been declared effective by the SEC at that time, file a new registration statement with the SEC an additional Registration Statement (a “New an "Additional Registration Statement”") to register one hundred ten percent (110%) of the shares of Common Stock represented by the Registrable Shares, computed as contemplated by the immediately preceding subparagraph (i), in either case covering that exceed the maximum aggregate number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the shares of Common Stock already registered. The Company shall be obligated to will use its commercially reasonable efforts to advocate with cause the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial amended Registration Statement or files a New the Additional Registration Statement, as the case may be, under clause ii. above, to be declared effective on a date (a "Required Effective Date") which is no later than ninety (90) days after the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Increased Registered Shares Date. v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. The Company shall utilize best efforts to (i) amend the Company's existing Registration Statement on Form S-1 (Registration Statement No. 333-70523) or (ii) to file a Registration Statement on Form S-3, to cover resale of Shares issued to the Purchaser upon conversion of the Debentures and upon exercise of the Warrants; provided, however, that in the event that the resale of the Shares is covered by a Registration on Form S-3 rather than on an amended Registration Statement No. 333-70523, such Registration on Form S-3 shall be declared effective prior to Registration Statement No. 333-70523. The number of Shares to be included in the Registration Statement shall be equal to at least two (2) times the sum of: (i) the number of shares of Common Stock that are issuable upon conversion of the Debentures on the date of filing, without regard to any limitation on any holder's ability to convert the Debentures, and (ii) the Shares issuable upon exercise of the Warrants on the date of filing, without any regard to any limitation on any holder's ability to exercise the Warrants. If the Company shall not succeed in obtaining such approval from the Commission, within thirty (30) days of the Closing Date (the "Required Filing Date"), the Company shall file with the SEC and use its reasonable best efforts to cause to become effective Commission a Registration Statement on Form S-3 (orthe Shares, if Form S-3 is not then available, on such form of as set forth in the preceding sentence. Such Registration Statement as is then available to effect a Registration of all of the Registrable Securities) covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—], 2014 (the “Initial or amended Registration Statement”). The Initial Registration Statement filed hereunder, to as the extent allowable case may be, shall state that, in accordance with Rule 416 under the Securities Act, shall state that such Initial Registration Statement it also covers such indeterminate number of additional shares of Class A Common Stock Shares as may become issuable upon conversion of the Conversion Shares such Debentures or exercise of such Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions. transactions and (ii. Notwithstanding ) to the registration obligations set forth in this Section 2extent that is consistent with the interpretations of the Commission of such rule at such time, resulting from any adjustment in the event applicable Conversion Price of such Debentures or the SEC informs Exercise Price of such Warrants. If at any time one and one-half (1 1/2) times the Company that all sum of (i) the number of Shares into which such Debentures may be converted, and (ii) the maximum number of shares issuable upon exercise of the Registrable Securities cannotWarrants, as a result exceeds the total number of the application of Rule 415, be registered for resale as a secondary offering on a single registration statementShares so registered, the Company shall promptly inform each of (A) if such Registration Statement has not been declared effective by the Purchasers and use its commercially reasonable efforts to (a) file amendments Commission at that time, amend the Registration Statement filed by the Company pursuant to the Initial Registration Statement preceding portions of this paragraph, to register such number of Shares as required by shall equal two (2) times the SEC and/or sum of (bI) withdraw the Initial Registration Statement number of Shares into which such Debentures may be converted and file a new registration statement (a “New Registration Statement”), in either case covering II) the maximum number of Registrable Securities permitted to be registered shares issuable upon exercise of the Warrants, or (B) if such Registration Statement has been declared effective by the SECCommission at that time, file with the Commission an additional Registration Statement on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offeringall of such Shares that have not already been so registered; provided, however, that prior the determination as to filing such amendment or New Registration Statement, whether the Company is obligated to register additional Shares resulting solely from a diminution in the conversion price of the Debentures shall be obligated to use its commercially reasonable efforts to advocate with determined by using the SEC for the registration of all average of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.closing

Mandatory Registration. i. The Company shall prepare, and, on or prior to the date (the "FILING DATE") which is one hundred twenty (120) days after the date of the termination of the Merger (the "TERMINATION DATE") subject to and in connection with the provisions of the Merger Agreement, file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all registration of the Registrable Securities, subject to the consent of E-Stamp, which consent will not be unreasonably withheld) covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—]Securities, 2014 (the “Initial which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. Notwithstanding The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the registration obligations set forth in this Section 2reasonable approval of) E-Stamp and its counsel prior to its filing or other submission; PROVIDED, in HOWEVER, that the event the SEC informs the Company that all "Selling Stockholder" and "Plan of Distribution" sections of the Registrable Securities cannot, as a result Registration Statement shall comply in all material respects with the information provided by the Investors pursuant to Section 4(a) hereof. The Company shall use its reasonable best efforts to obtain effectiveness of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by soon as practicable, but in any event not later than one hundred eighty (180) days after the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities ActTermination Date. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. The Company shall file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement on Form S-3 (or, if Form S-3 is not then availableIf, on such form or after the Lockup Period but prior to the Registration Rights Expiration Point, and provided that at least one year has elapsed since the most recent Registration Request (as defined below), (a) Holders of Registration Statement as is then available to effect a Registration of all of the Registrable Securitiesat least twenty-five percent (25%) covering the resale of the Registrable Securities not theretofore registered pursuant to this SECTION 5, so long as soon as practicable and in no event later the aggregate gross proceeds to be received from such proposed offering is expected to be not less than April [—]$500,000, 2014 or (the “Initial Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act, shall state that such Initial Registration Statement also covers such indeterminate number b) Holders of additional shares of Class A Common Stock as may become issuable upon conversion of the Conversion Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. Notwithstanding the registration obligations set forth in this Section 2, in the event the SEC informs the Company that all at least fifty percent (50%) of the Registrable Securities cannotnot theretofore registered pursuant to this SECTION 5, so long as a result the aggregate gross proceeds to be received from such proposed offering is expected to be not less than $1,000,000, request in writing that the Company register under the Securities Act at least 25% of the application of Rule 415, be Registrable Securities not theretofore registered for resale as pursuant to this SECTION 5 (a secondary offering on a single registration statement"Registration Request"), the Company shall promptly inform each give written notice of the Purchasers and use its commercially reasonable efforts to (a) file amendments such Registration Request to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number all holders of Registrable Securities permitted and will, as expeditiously as possible, use its best efforts to be registered by effect the SEC, on Form S-3 or such other form available registration under the Securities Act of (i) the Registrable Securities which the Company has been requested to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities disposition in accordance with the SEC Guidance, including without limitation, Compliance intended method of disposition described in the Registration Request and Disclosure Interpretation 612.09 (ii) the Registrable Securities of any Holder that elects to join in the Registration Request within twenty (20) days after receipt of the rules adopted under above written notice from the Securities Act. iiiCompany. Notwithstanding The Company may include in any such registration (x) similar securities held by other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering parties with registration rights and (and notwithstanding y) similar securities that the Company used commercially reasonable efforts desires to advocate register; provided, that, in connection with the SEC for the registration of all or a greater number of Registrable Securities)an underwritten offering, unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first additional similar securities shall be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) anda number, if Registrable Securities (as defined any, that in the Stock Registration Rights Agreement) are included in reasonable opinion of the managing underwriters of such offering, Registrable Securities (as defined in would not adversely affect the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such marketability or offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities then outstanding.

Mandatory Registration. i. 2.1.1 The Company shall use its best efforts to file with the SEC and use its reasonable best efforts to cause to become effective within forty-five (45) calendar days from the date of the final Closing Date (the “Required Filing Date”), a Registration Statement on Form S-3 (or, if Form S-3 is not then availableavailable to the Company, on such other form of Registration Statement as is then available to effect a Registration registration of all of the Registrable Securities) ; provided, that the Company shall convert such other form to Form S-3, or file a replacement registration statement on Form S-3 promptly after the first date on which it meets such requirement), covering the resale of 100% of the Registrable Securities as soon as practicable and in no event later than April [—]Securities, 2014 (the “Initial which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities ActAct and the rules promulgated thereunder, shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion exercise of the Conversion Shares Warrants or exercise of the Placement Agent Warrants pursuant to provisions to prevent dilution resulting from stock splits, stock dividends or similar transactions. iitransactions (the “Mandatory Registration Statement”). Notwithstanding The Mandatory Registration Statement shall contain, unless otherwise required by applicable law or the registration obligations SEC, the “Selling Shareholders” and “Plan of Distribution” section of the Prospectus in a form reasonably satisfactory to the Investors based upon information provided by the selling shareholders. The Registrable Securities included in the Mandatory Registration Statement shall be registered on behalf of the Investors set forth on Schedule A hereof. The Mandatory Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Investors and their counsel at least two (2) business days prior to its filing or other submission; such notice to specify the securities to be registered, the proposed numbers and amounts thereof and the date thereafter by which the Company must receive the Investors’ written indication if any Investor does not wish to include their Registrable Securities in such Registration Statement and advising the Investors of their rights under this Section 2, in . The Company shall file the event the SEC informs the Company that Mandatory Registration Statement and cause all of the Registrable Securities cannot, as a result (unless an Investor has indicated otherwise with respect to all or any portion of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments such Investor’s Registrable Securities pursuant to the Initial Registration Statement as required by the SEC and/or (bpreceding sentence) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered under the Securities Act, in connection with the sale or other disposition by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all Investors of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iiiso registered. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the The Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will shall use its commercially reasonable best efforts (i) to file with cause the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Mandatory Registration Statement, as amended, or to become effective within one hundred and fifty (150) days from the New Registration Statement Required Filing Date (the “Remainder Registration StatementsEffectiveness Deadline”); and (ii) to maintain the effectiveness of the Mandatory Registration Statement for a period of two (2) years from the date such registration statement is initially declared effective. v. In no event shall 2.1.2 If the Mandatory Registration Statement has not been filed by the Required Filing Date and/or declared or ordered effective by the Effectiveness Deadline, the Company include any securities other than Registrable shall pay each Investor liquidated damages in an amount equal to 1% of the Original Purchase Price paid by such Investor for the Securities and Registrable Securities per month (as defined pro-rata, in each case, for partial months), which payments shall be payable at the Stock Registration Rights Agreementend of each calendar month until the earlier of (i) on any the date upon which the Mandatory Registration Statement is declared effective, or (or enter into any agreement ii) the date on which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to all payments under this Section 2.A. without the prior written consent 2.1.2 reach an amount equal to 10% of the Purchasers holding at least a majority gross proceeds of the Registrable Securities then outstandingOffering. This payment may be made, at the election of the Company, in cash or in additional shares of Series C Preferred Stock valued at the Original Purchase Price (assuming that no value is ascribed to the Warrants), provided that there are a sufficient number of authorized, but unissued shares of Common Stock into which the Series C Preferred Stock may convert.

Mandatory Registration. i. The Company shall file with the SEC United States Securities and use its reasonable best efforts to cause to become effective Exchange Commission ("SEC"), on the date which is on or before thirty (30) calendar days after the Closing Date (the "FILING DEADLINE") a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration registration of all of the Registrable Securities) covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—]Warrant Shares, 2014 (the “Initial which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities Act, Act and the rules promulgated thereunder shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion exercise of the Conversion Shares Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. iitransactions (the "INITIAL REGISTRATION STATEMENT"). Notwithstanding The Registrable Securities included in the registration obligations Initial Registration Statement shall be registered on behalf of the Investors as set forth in this Section 11(k) hereof. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Initial Investors and their counsel at least two (2) Business Days prior to its filing or other submission. If for any reason (including, but not limited to, a determination by the staff of the SEC that all or any portion of the Registrable Securities cannot be included in the event Initial Registration Statement (an "SEC DETERMINATION")) the Initial Registration Statement declared effective by the SEC informs the Company that does not include all of the Registrable Securities cannot, as a result of (any such shares that are not included being the application of Rule 415, be registered for resale as a secondary offering on a single registration statement"UNCOVERED SHARES"), the Company shall promptly inform each of the Purchasers prepare and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly soon as allowed by practicable, but in any event prior to the SEC tenth (10th) Business Day after becoming aware of the existence of any Uncovered Shares (such date referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), either (a) an amendment (the "UNCOVERED SHARES AMENDMENT") to the Initial Registration Statement effecting a registration of the Uncovered Shares or (b) a registration statement which registers the Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the SEC Guidance Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Initial Investors and their counsel at least concurrently with its filing or other submission. The Company or shall use its reasonable efforts to registrants cause each of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration StatementStatement and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to become effective as soon as practicable after the filing thereof. The Company shall use its reasonable efforts to cause each Registration Statement required to be filed pursuant to this Section 2(a) to become effective as soon as practicable, but, as amended, or to the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Initial Registration Statement filed pursuant to this Section 2.A. without 2(a), in no event later than the prior written consent of ninetieth (90th) calendar day after the Purchasers holding at least a majority of Closing Date, and as to any Uncovered Shares Amendment or Uncovered Shares Registration Statement, in no event later than the Registrable Securities then outstanding60th day after the Uncovered Shares Filing Deadline.

Mandatory Registration. i. (i) The Company shall prepare, and on or prior to the Filing Deadline (as defined above) file with the SEC and use its reasonable best efforts to cause to become effective a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all registration of the Registrable Securities, subject to the consent of the Buyers, which consent will not be unreasonably withheld) covering the resale of the Registrable Securities as soon as practicable and in no event later than April [—], 2014 (the “Initial which Registration Statement”). The Initial Registration Statement filed hereunder, to the extent allowable under the Securities ActAct and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Initial Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock Shares as may become issuable upon conversion of or otherwise pursuant to the Conversion Shares Exchangeable Notes to prevent dilution resulting from stock splits, stock dividends dividends, stock issuances or similar transactions. The number of Common Shares initially included in such Registration Statement shall be no less than the aggregate number of Conversion Shares that are then issuable upon conversion of or otherwise pursuant to the Exchangeable Notes, without regard to any limitation on the Buyers’ ability to convert the Exchangeable Notes. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of) the Buyers and their counsel prior to its filing or other submission. (ii. Notwithstanding the registration obligations set forth in this Section 2, in the event ) If for any reason the SEC informs the Company that does not permit all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Purchasers and use its commercially reasonable efforts to (a) file amendments to the Initial Registration Statement as required by the SEC and/or (b) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the rules adopted under the Securities Act. iii. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by (a) Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and, if Registrable Securities (as defined included in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) not acquired pursuant to the Stock Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Stock Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Stock Registration Rights Agreement) that are shares issued pursuant to the Stock Purchase Agreement (applied, in the case that some shares may be registered, to all such holders on a pro rata basis based on the total number of unregistered shares held by all such holders, subject to a determination by the SEC that the shares of certain holders must be reduced first based on the number of shares held by such holders). iv. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause ii. above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). v. In no event shall the Company include any securities other than Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement) on any Registration Statement (or enter into any agreement which would require the Company to include any securities other than the Registrable Securities and Registrable Securities (as defined in the Stock Registration Rights Agreement)) on any Registration Statement filed pursuant to this Section 2.A. without the prior written consent of the Purchasers holding at least a majority of the 2(a)(i) above, or for any other reason any Registrable Securities are not then outstandingincluded in a Registration Statement filed under this Agreement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.