Common use of Mandatory Registration Clause in Contracts

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable Effective Date and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 S-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 S-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder Holders at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 F-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the HolderHolders, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder Holders unless such other Holder Holders shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best commercially reasonable efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the 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 one occasion at its sole expenseForm S-3 (or, upon the written notice if Form S-3 is not then available, on such form of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, Registration Statement as is then available to effect a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register ) covering the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable as soon as practicable and in no event later than the date that is six months after the date hereof (the “Initial Registration Statement”). The Initial Registration Statement filed hereunder, to the Holder and undertake 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 to register prevent dilution resulting from stock splits, stock dividends or similar transactions. ii. Notwithstanding the resale 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 Form F-3 as soon as such form is availablea single registration statement, provided that the Company shall maintain promptly inform the effectiveness Purchaser 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 all Registration Statements then in effect until Registrable Securities permitted to be registered by the SEC, on Form S-3 or such time 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 on Form F-3 covering Statement, the resale Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities has been declared effective 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 Note Registrable Securities (as defined in the Note Registration Rights Agreement) are included in such offering, Registrable Securities (as defined in the Note Registration Rights Agreement) not acquired pursuant to the Note Purchase Agreement and (b) second by Registrable Securities that are Shares and, if Registrable Securities (as defined in the Note Registration Rights Agreement) are included in such offering, Note Registrable Securities (as defined in the Note Registration Rights Agreement) that are shares issued pursuant to the Note 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 and that the prospectus contained therein is available for useshares of certain holders must be reduced first based on the number of shares held by such holders). iv. Within ten In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clause (10ii) days after receiving written notice from the Holderabove, the Company shall give notice will use its commercially reasonable efforts to file with the other Holders of SEC, as promptly as allowed by the Purchase Warrants advising that SEC or the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing SEC Guidance provided to the Company within five (5) days thereafter. The Company shall use its best efforts or to have registrants of securities in general, one or more registration statements on Form S-3 or such Required other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, and each other as amended, or the New Registration Statement required to be filed pursuant to (the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderRemainder Registration Statements”).

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and prepare, and, as soon as practicable but in no event later than the Targeted Filing Date, file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by (the SEC and “Initial Registration Statement”). In the prospectus contained therein event that Form F-3 is available unavailable for use. Within ten (10) days after receiving written notice from the Holdersuch a registration, the Company shall give notice use such other form as is available for such a registration, subject to the other Holders provisions of Section 2.4. The Initial Registration Statement prepared pursuant hereto shall register for resale all of the Purchase Warrants advising that Registrable Securities issuable as of the Company date the Registration Statement is proceeding initially filed with such registration statement and offering to include therein Purchase Warrants of such other Holdersthe SEC. The Company Registration Statement shall not be obligated to any such other Holder unless such other Holder shall accept such offer contain (except if otherwise directed by notice the Required Holders) the “Selling Stockholders” and “Plan of Distribution” sections in writing to substantially the Company within five (5) days thereafter. form attached hereto as Exhibit A. The Company shall use its reasonable best efforts to have such Required Registration Statement, and each other the Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable, but in no event later than the Targeted Effectiveness Date. By 9:30 a.m. on the Business Day immediately following the Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement. The Company shall pay keep such Initial Registration Statement continuously effective pursuant to Rule 415 at all times until the costs second anniversary of this Agreement (the “Initial Registration Period”). If after the expiry of the Initial Registration Period, there are one or more Investors that individually (together with such Investor’s affiliates and expenses thereofany other person with whom they may be deemed to be a “group” within the meaning of Rule 13d-5 under the US Securities Exchange Act) are the beneficial owner, for one time onlyas calculated in accordance with Rule 13d-1 of the Exchange Act, of more than 9.9% of the then issued and outstanding shares of the Company and the Company has withdrawn any Registration Statement filed within the Initial Registration Period, then such Investors will have a demand registration right to cause the Company to file a further Registration Statement covering the registration of such Registrable Securities then owned by such Investors (the “Additional Registration Statement”). The Company will file such Additional Registration Statement within twenty (20) days of written receipt of a request from an Investor further to this demand registration right and will maintain the effectiveness of such Additional Registration Statement until the earlier of (i) the date as on which costs and expenses shall include “Blue Sky” fees for counsel the Investors may sell all of the Registrable Securities covered by such Registration Statement without limitation or restriction pursuant to Rule 144 (or any successor thereto) promulgated under the Securities Act without the requirement for the Underwriter Company to be in compliance with the current public information requirements under Rule 144, (ii) the date on which no Investor (together with such Investor’s affiliates and any other person with whom they may be deemed to be a “Blue Skygroup” filing fees within the meaning of Rule 13d-5 under the US Securities Exchange Act) is the beneficial owner, as calculated in accordance with Rule 13d-1 of the Exchange Act, of more than 9.9% of the issued and outstanding shares of the Company, and (iii) the one year anniversary of the date of effectiveness of the Additional Registration Statement (the “Additional Registration Period”). If after expiry of the Additional Registration Period, there remain one or more Investors that individually (together with such Investor’s affiliates and any other person with whom they may be deemed to qualify be a “group” within the Purchase Warrants meaning of Rule 13d-5 under the US Securities Exchange Act) are the beneficial owner, as calculated in those jurisdictions requested by accordance with Rule 13d-1 of the HolderExchange Act, of more than 9.9% of the issued and outstanding shares of the Company and the Company has withdrawn any Additional Registration Statement filed within the Additional Registration Period, such Investor or Investors will have one additional demand registration right to cause the Company to file a further Additional Registration Statement for a further Additional Registration Period on the equivalent terms for the initial demand registration right described above in this paragraph.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the (a) The Company shall prepare and file with the SEC a registration statement on one occasion at Form S-3 or Form F-3 pursuant to Rule 415 promulgated under the Securities Act (or any successor rule, “Rule 415”) so as to permit the resale of such Registrable Securities by the Holders, and shall use its sole expense, upon commercially reasonable efforts to (a) cause such registration statement to be declared effective within the written notice of the Holder at any time commencing date that is six (6) months after following the date that this Warrant becomes exercisable hereof and on or before the fifth anniversary date of the Effective Date, a required (b) cause such registration statement (to remain effective and to be supplemented and amended to the “Required Registration Statement”) concerning extent necessary to ensure that such registration statement is available or, if not available, that another registration statement is available, for the resale of all of the Registrable SecuritiesSecurities held by the Holders at all times until the earlier of (i) the date on which the Holders shall have sold, either publicly pursuant to such registration statement or pursuant to Rule 144, all the Registrable Securities or (ii) the date on which the Holders can sell all of its Registrable Securities under Rule 144 without restriction as to volume or manner of sale during any three-month period. The Required Registration Statement A registration statement filed pursuant to this Section 2.1 shall be on Form F-3 if provide for the resale pursuant to any method or combination of methods legally available for such to, and requested by, the Holders. As soon as practicable following the effective date of a registration and if unavailablestatement filed pursuant to this Section 2.1, but in any event within three (3) Business Days of such date, the Company shall register notify the resale Holders of the effectiveness of such registration statement. (b) If the Holders of at least 50.0% of the then outstanding number of Registrable Securities held by the Holders (the “Underwritten Demand Holders”) elect to distribute the Registrable Securities by means of an underwriting and reasonably expect aggregate gross proceeds in excess of $25,000,000 (the “Holders’ Minimum Amount”) from such underwritten offering, they shall so advise the Company promptly and the Company shall enter into an underwriting agreement in a form as is customary in underwritten offerings of securities by the Company with the underwriters selected by the Underwritten Demand Holders and reasonably satisfactory to the Company and shall take all such other reasonable actions as are requested by the managing underwriter or underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, that the Company shall have no obligation to facilitate or participate in more than two (2) underwritten offerings pursuant to this Section 2.1. In connection with any underwritten offering contemplated in this Section 2.1, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations as are customary in underwritten offerings of securities by the Company; provided, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder’s authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution, the accuracy of information provided by a Holder specifically for use in such registration statement or prospectus, and any other representation required by law. The Holders shall determine the pricing of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable offered pursuant to the Holder registration statement, applicable underwriting discount and undertake to register other financial terms (including the resale material terms of the applicable underwriting agreement) and determine the timing of any such registration and sale. Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities on Form F-3 as soon as such form is availableSecurities), provided that then the Company shall maintain so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the effectiveness number of all Registration Statements then shares of Holders of Registrable Securities that may be included in effect until the underwriting shall be allocated: (i) first, to Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, that are requested to be included in such registration, pro rata on the basis of the relative number of Registrable Securities owned at such time as a Registration Statement on Form F-3 covering by each Holder seeking to participate in the resale of registration; and (ii) second, after all such securities requested to be included in clause (i) are included, the shares of the Company that can be sold without having the adverse effect referred to above. Any Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice excluded or withdrawn from such underwriting shall be withdrawn from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holderregistration.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and file with the SEC on one occasion at its sole expenseSEC, upon no later than forty-five (45) calendar days after the written notice Closing Date, a Registration Statement covering a sufficient number of shares of Common Stock for the Initial Investors into which the Warrants, $1,170,000 of Debentures, plus accrued interest, in the total offering would be convertible. In the event the Registration Statement is not filed within forty-five (45) calendar days after the Closing Date, then in such event the Company shall pay the Investor 2% of the Holder face amount of each Debenture for each 30 day period, or portion thereof, after forty-five (45) calendar days following the Closing Date that the Registration Statement is not filed. The Investor is also granted additional Piggy-back registration rights on any other Registration Statement filings made by the Company. Such Registration Statement shall state that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from Stock splits, or stock dividends). If at any time commencing six (6the number of shares of Common Stock into which the Debenture(s) months after may be converted exceeds the date that this Warrant becomes exercisable and on or before the fifth anniversary date aggregate number of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale shares of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailableCommon Stock then registered, the Company shall register shall, within ten (10) business days after receipt of written notice from any Investor, either (i) amend the resale of Registration Statement filed by the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable Company pursuant to the Holder and undertake 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 resale of the Registrable Securities on Form F-3 as soon as Debenture(s) may be converted, or (ii) if such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on such form as is applicable to register the shares of Common Stock into which the Debenture may be converted that exceed the aggregate number of shares of Common Stock already registered. The above damages shall continue until the obligation is fulfilled and the prospectus contained therein is available for use. Within ten (10) shall be paid within 5 business days after receiving written notice from each 30 day period, or portion thereof, until the Holder, Registration Statement is filed. Failure of the Company to make payment within said 5 business days shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holdersbe considered a default. The Company acknowledges that its failure to file with the SEC, said Registration Statement no later than forty-five (45) calendar days after the Closing Date will cause the Initial Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties' good faith effort to qualify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to relieve the Company within five (5) days thereafter. The Company shall use from its best efforts obligations to have such Required Registration Statement, register the Common Stock and each other Registration Statement required to be filed deliver the Common Stock pursuant to the terms of this Purchase WarrantAgreement, declared effective by the SEC as soon as practicable. The Company shall pay Subscription Agreement and the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderDebenture.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6a) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have prepare, and, as soon as practicable, but in no event later than the applicable Filing Deadline, file with the SEC a Registration Statement on Form S-3 covering the resale of all of the New Registrable Securities and the issuance of the Initial Warrant Shares to be acquired upon exercise of the Initial Warrants. In the event that Form S-3 is unavailable for such Required a registration, the Company shall use such other form as is available for such a registration that is reasonably acceptable to Durus. The Registration Statement prepared pursuant hereto shall register for resale 10,000,000 shares of Common Stock and all of the Initial Warrants, and shall register the issuance of 5,000,000 shares of Common Stock upon exercise of the Initial Warrants. The Registration Statement, to the extent allowable under the 1933 Act and each other the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement required to be filed also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of or otherwise pursuant to the terms Initial Preferred Shares and exercise of this Purchase Warrantthe Initial Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the respective Effectiveness Deadline. (b) In the event of any Subsequent Closings, the Company shall use its best efforts to prepare, and, as soon as practicable thereafter, but in no event later than the applicable Filing Deadline, file with the SEC a Registration Statement on Form S-3 covering the resale of all the Additional Registrable Securities relating to each such Subsequent Closing and the issuance of the Additional Warrant Shares to be acquired upon exercise of the Additional Warrants issued at each such Subsequent Closing. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration that is reasonably acceptable to Durus. The Registration Statement, to the extent allowable under the 1933 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 conversion of or otherwise pursuant to the Additional Preferred Shares and exercise of the Additional Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees use its reasonable best efforts to qualify the Purchase Warrants in those jurisdictions requested have each such Registration Statement declared effective by the HolderSEC as soon as practicable after each such Subsequent Closing, but in no event later than the applicable Effectiveness Deadline. (c) In the event of the issuance of Note Shares, the Company shall use its best efforts to prepare, and, as soon as practicable thereafter, but in no event later than the applicable Filing Deadline, file with the SEC a Registration Statement on Form S-3 covering the resale of all of the Note Shares. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration that is reasonably acceptable to holders of a majority in interest of the Note Shares. The Registration Statement prepared pursuant hereto shall register for resale all of the Note Shares. The Company shall use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable after the issuance of the Note Shares, but in no event later than the applicable Effectiveness Deadline. (d) In the event that Durus distributes or otherwise transfers any of its Registrable Securities to its investors or members, the Company shall use its best efforts to prepare, and, as soon as practicable, file with the SEC a Registration Statement on Form S-3 covering the resale of all of such Registrable Securities by such investors or members upon the written request of Durus. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration that is reasonably acceptable to a majority of such investors or members. The Company shall not be required to effect a registration pursuant to this Section 2.1(d) if (i) the Company has previously effected two (2) registrations pursuant to this Section 2.1(d), and such registrations have been declared or ordered effective, or (ii) the Company receives such written request from Durus more than five (5) years after the date hereof.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and file with the SEC on one occasion at its sole expenseSEC, upon no later than forty-five (45) calendar days after the written notice Due Date, a Registration Statement covering 200% of the Holder number of shares of Common Stock for the Initial Investors into which the $1,148,400 of Debentures, plus accrued interest, in the total offering would be convertible. In the event the Registration Statement is not filed within forty-five (45) calendar days after the Due Date, then in such event the Company shall pay the Investor 2% of the face amount of each Debenture for each 30 day period, or portion thereof, after forty-five (45) calendar days following the Due Date that the Registration Statement is not filed. The Investor is also granted Piggy-back registration rights on any other Registration Statement filings made by the Company exclusive of Registration Statements on Form S-8 and so long as permissible under the Securities Act. Such Registration Statement shall state that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from Stock splits, or stock dividends. If at any time commencing six (6the number of shares of Common Stock into which the Debenture(s) months after may be converted exceeds the date that this Warrant becomes exercisable and on or before the fifth anniversary date aggregate number of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale shares of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailableCommon Stock then registered, the Company shall register shall, within ten (10) business days after receipt of written notice from any Investor, either (i) amend the resale of Registration Statement filed by the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable Company pursuant to the Holder and undertake 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 resale of the Registrable Securities on Form F-3 as soon as Debenture(s) may be converted, or (ii) if such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on such form as is applicable to register the shares of Common Stock into which the Debenture may be converted that exceed the aggregate number of shares of Common Stock already registered which new Registration Statement shall be filed within 45 days. The above damages shall continue until the obligation is fulfilled and the prospectus contained therein is available for use. Within ten (10) shall be paid within 5 business days after receiving written notice from each 30 day period, or portion thereof, until the Holder, Registration Statement is filed. Failure of the Company to make payment within said 5 business days shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holdersbe considered a default. The Company acknowledges that its failure to file with the SEC, said Registration Statement no later than forty-five (45) calendar days after the Due Date will cause the Initial Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties' good faith effort to qualify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to relieve the Company within five (5) days thereafter. The Company shall use from its best efforts obligations to have such Required Registration Statement, register the Common Stock and each other Registration Statement required to be filed deliver the Common Stock pursuant to the terms of this Purchase WarrantAgreement, declared effective by the SEC as soon as practicable. The Company shall pay Subscription Agreement and the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderDebenture.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and file with the SEC on one occasion at as soon as reasonably possible, but in no event later than five Business Days after filing its sole expenseForm 10-K for the year ended December 31, upon 2002 (the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective "Filing Date"), a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 S-3 (except if available for such a registration and if unavailable, the Company shall is not then eligible to register the for resale of the Registrable Securities on Form S-1 or S-3, in which case such registration shall be on another appropriate form reasonably acceptable in accordance with the Securities Act and the rules promulgated thereunder necessary to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness effect a registration of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering Registrable Securities) for the resale purpose of registering under the Securities Act all of the Registrable Securities has been declared effective for resale by the Holders as selling stockholders thereunder, and shall use its best efforts to cause the SEC and to declare such Registration Statement effective under the prospectus contained therein is available for use. Within ten (10) Securities Act as promptly as practicable, but not later than 120 days after receiving written notice from the Holder, the Company shall give notice to the other Holders of Closing (as defined in the Purchase Warrants advising that Agreement) (the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders"Effectiveness Deadline"). The Company shall not be obligated have the right to permit any such other Holder unless such other Holder shall accept such offer by notice securities, in writing addition to the Registrable Securities, to be included in the Registration Statement. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act (including filing with the SEC a request for acceleration of effectiveness in accordance with Rule 12dl-2 promulgated under the Exchange Act within five (5) days thereafterBusiness Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be "reviewed," or not be subject to further review) as soon as possible after the filing thereof. The Company shall keep such Registration Statement continuously effective under the Securities Act at all times until the earlier of the date (A) on which all the Registrable Securities have been sold, or (B) on which all the Registrable Securities 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 (the "Effectiveness Period"). If the initial Registration Statement or any subsequent Registration Statement ceases to be effective for any reason as a result of the issuance of a stop order by the SEC at any time during the Effectiveness Period, the Company shall use its best efforts to have such Required Registration Statementobtain the prompt withdrawal of any order suspending the effectiveness thereof, and each other in any event shall within 30 Business Days of such cessation of effectiveness amend such Registration Statement required in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Registration Statement covering all of the Registrable Securities. If such an additional Registration Statement is filed, the Company shall use its best efforts to cause such additional Registration Statement to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay practicable after such filing and to keep such additional Registration Statement continuously effective until the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for end of the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderEffectiveness Period.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and file with the SEC on one occasion at its sole expenseSEC, upon no later than forty-five (45) calendar days after the written notice Closing Date, a Registration Statement covering a sufficient number of shares of Common Stock for the Initial Investors into which the $2,940,000 of Debentures, plus accrued interest, in the total offering would be convertible. In the event the Registration Statement is not filed within forty-five (45) calendar days after the Closing Date, then in such event the Company shall pay the Investor 2% of the Holder face amount of each Debenture for each 30 day period, or portion thereof, after forty-five (45) calendar days following the Closing Date that the Registration Statement is not filed. The Investor is also granted additional Piggy-back registration rights on any other Registration Statement filings made by the Company. Such Registration Statement shall state that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from Stock splits, or stock dividends). If at any time commencing six (6the number of shares of Common Stock into which the Debenture(s) months after may be converted exceeds the date that this Warrant becomes exercisable and on or before the fifth anniversary date aggregate number of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale shares of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailableCommon Stock then registered, the Company shall register shall, within ten (10) business days after receipt of written notice from any Investor, either (i) amend the resale of Registration Statement filed by the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable Company pursuant to the Holder and undertake 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 resale of the Registrable Securities on Form F-3 as soon as Debenture(s) may be converted, or (ii) if such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on such form as is applicable to register the shares of Common Stock into which the Debenture may be converted that exceed the aggregate number of shares of Common Stock already registered. The above damages shall continue until the obligation is fulfilled and the prospectus contained therein is available for use. Within ten (10) shall be paid within 5 business days after receiving written notice from each 30 day period, or portion thereof, until the Holder, Registration Statement is filed. Failure of the Company to make payment within said 5 business days shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holdersbe considered a default. The Company acknowledges that its failure to file with the SEC, said Registration Statement no later than forty-five (45) calendar days after the Closing Date will cause the Initial Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties' good faith effort to qualify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to relieve the Company within five (5) days thereafter. The Company shall use from its best efforts obligations to have such Required Registration Statement, register the Common Stock and each other Registration Statement required to be filed deliver the Common Stock pursuant to the terms of this Purchase WarrantAgreement, declared effective by the SEC as soon as practicable. The Company shall pay Subscription Agreement and the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderDebenture.

Mandatory Registration. Solely in 2.1 The Company shall be required to file the event there is not then a current registration statement concerning the resale Initial Registration Statement and any other Registration Statement required by Section 2.3 on or prior to each Filing Date until all of the Registrable SecuritiesSecurities are registered for resale by the Holders as selling stockholders thereunder. On or prior to each Filing Date, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering for the purpose of registering under the Securities Act the resale of all of the Registrable Securities has been declared effective by by, and for the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holderaccount of, the Company shall give notice to the other Holders of the Purchase Warrants advising as selling stockholders thereunder, that the Company is proceeding with such registration statement and are not then registered on an effective Registration Statement for an offering to include therein Purchase Warrants of such be made on a continuous basis pursuant to Rule 415. No other Holders. The Company securities shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice included in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Initial Registration Statement required to be that is filed pursuant except for the Registrable Securities. Subject to the terms of this Purchase WarrantAgreement, the Company shall cause a Registration Statement to be declared effective by under the SEC Securities Act as promptly as possible after the filing thereof, but in any event on or prior to the applicable Effectiveness Date. 2.2 The Company shall be required to keep a Registration Statement effective until such date that is the earlier of (the “Effectiveness Period”) (i) the date as of which all of the Holders may sell all of the Registrable Securities registered for resale thereon without volume or manner of sale restrictions pursuant to Rule 144 or (ii) the date when all of the Registrable Securities registered thereunder shall have been sold (such date is referred to herein as the “Mandatory Registration Termination Date”). Thereafter, the Company shall be entitled to withdraw such Registration Statement and the Holders shall have no further right to offer or sell any of the Registrable Securities registered for resale thereon pursuant to the respective Registration Statement (or any prospectus relating thereto). 2.3 If during the Effectiveness Period, subject to Sections 2.1and 2.3, the Company becomes aware that the number of Registrable Securities at any time exceeds the number of Registrable Securities then registered for resale in a Registration Statement, then the Company shall file as soon as practicable. The Company shall pay reasonably practicable an additional Registration Statement covering the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested resale by the HolderHolders of not less than the number of such Registrable Securities that are not then registered.

Mandatory Registration. Solely in (a) Within thirty (30) days after the event there Closing (or, if the date that is thirty (30) days after the Closing is not then a current registration statement concerning business day, the resale of the Registrable Securitiesnext business day immediately following such date), the Company shall will prepare and file with the SEC a registration statement on one occasion at its sole expenseForm S-3 or any successor form (except that if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, upon then such registration shall be on Form S-1 or any successor form) for the written notice purpose of registering under the Securities Act all of the Holder at any time commencing six (6) months after Registrable Securities for resale by, and for the date that this Warrant becomes exercisable and on or before account of, the fifth anniversary date of the Effective Date, a required registration statement Holders as selling stockholders thereunder (the “Required "Registration Statement”) concerning "). The Registration Statement shall permit the resale of Holders to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Securities. The Required Company agrees to use commercially reasonable efforts to cause the Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 become effective as soon as such form is available, provided that practicable (which shall include using commercially reasonable efforts to respond to any comments of the Company shall maintain SEC in respect of the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten within fifteen (1015) business days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafterfollowing receipt thereof). The Company shall use its best efforts to keep the Registration Statement effective until such date that is the earlier of (i) the date when all of the Registrable Securities registered thereunder shall have been sold or (ii) two (2) years after the Closing, subject to extension as set forth below (such Required date is referred to herein as the "Mandatory Registration Termination Date"). Thereafter, the Company shall be entitled to withdraw the Registration Statement and the Holders shall have no further right to offer or sell any of the Registrable Securities pursuant to the Registration Statement (or any prospectus relating thereto). In the event the right of the selling Holders to use the Registration Statement (and the prospectus relating thereto) is delayed or suspended pursuant to Sections 4(c) or 10 hereof, if the events described in subsection (a)(i) or (ii) have not yet occurred, the Company shall be required to extend the Mandatory Registration Termination Date by the same number of days as such delay or Suspension Period (as defined in Section 10 hereof), provided that such delay is not the result of the Holders' failure or delay to furnish information required under Section 5 hereof. (b) In the event that the Registration Statement is not filed with the SEC within thirty (30) days after the Closing (or, if the date that is thirty (30) days after the Closing is not a business day, the next business day immediately following such date), or the Company fails to use its commercially reasonable efforts to respond to any comments of the SEC in respect of the Registration Statement within fifteen (15) business days following receipt thereof, the Company will issue to all Investors, for no additional consideration, an additional 1.0% of the Shares sold to each such Investor. For every additional thirty (30) days that the Company continues to be delayed from filing the Registration Statement with the SEC or continues to fail to use its commercially reasonable efforts to respond to any comments of the SEC in respect of the Registration Statement, and the Company will issue to all Investors, for no additional consideration, an additional 1.0% of the Shares sold to each other such Investor; provided, however, that in no event shall the amount of additional shares issued by the Company to the Investors pursuant to this Section 3(b) exceed a maximum of an additional 3.0% of the Shares sold to each such Investor. (c) Within three (3) business days after a Registration Statement required that covers applicable Registrable Securities is declared effective by the SEC, the Company shall deliver, or shall cause legal counsel to be filed pursuant deliver, to the terms of this Purchase Warrant, transfer agent for such Registrable Securities (with copies to the Holders whose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement has been declared effective by the SEC in substantially the form attached hereto as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.Exhibit B.

Mandatory Registration. Solely in (a) On or prior to the event there is not then a current registration statement concerning the resale of the Registrable SecuritiesFiling Date, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon Commission the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for usean offering to be made on a continuous basis pursuant to Rule 415. Within ten The Registration Statement required hereunder shall be on Form SB-2 (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that except if the Company is proceeding with such registration statement and offering not then eligible to include therein Purchase Warrants of such other register for resale the Registrable Securities on Form SB-2, in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders. ) the "PLAN OF DISTRIBUTION" attached hereto as ANNEX A. The Company shall not be obligated cause --------------------- ------- the Registration Statement to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafterbecome effective and remain effective as provided herein. The Company shall use its best commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such Required effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "EFFECTIVENESS PERIOD"). --------------------- (b) If a Registration StatementStatement is not filed on or prior to sixty (60) days from the Escrow Date, then in addition to any other rights the Holders may have hereunder or under applicable law, the Company shall pay to each Holder an amount in cash until the date a Registration Statement is filed, as liquidated damages and not as a penalty, equal to (i) one (1%) percent of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for the first thirty (30) days or any part thereof, and each other thirty (30) day period subsequent thereto, such payment(s) to be made within seven (7) days after the initial date of each such failure to file. (c) If (1) a Registration Statement required is not declared effective on or prior to one hundred twenty (120) days from the Escrow Date, or (2) a Registration Statement has been declared effective and subsequent thereto is not effective (or does not permit the resale of the Registrable Securities thereby) for a period of more than thirty (30) days consecutively until the Shares may be filed sold pursuant to Rule 144(k) (an "EFFECTIVENESS DEFAULT"), then in addition to any --------------------- other rights the Holders may have hereunder or under applicable law, the Company shall pay to each Holder an amount in cash until the date a Registration Statement is declared effective and/or the Registrable Securities may be sold pursuant to Rule 144(k) pursuant to subprovision (1) above, or if previously declared effective then in the situation covered by subprovision (2) above until the date the Registration Statement becomes effective again or otherwise permits the resale of the Registrable Securities covered thereby, as liquidated damages and not as a penalty, equal to one (1%) percent of the aggregate purchase price paid by such Holder pursuant to the terms of this Purchase Warrant, declared effective by Agreement for the SEC as soon as practicable. The Company shall pay the costs and expenses first thirty (30) days or any part thereof, and for one time onlyeach thirty (30) day period subsequent thereto, which costs and expenses shall include “Blue Sky” fees for counsel for such payment(s) to be made within seven (7) days after the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holderdate of each such Effectiveness Default.

Mandatory Registration. Solely in (a) On or before the event there is not then a current registration statement concerning the resale of the Registrable SecuritiesFiling Deadline, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as Commission a Registration Statement on Form F-3 S-3 as a "shelf" registration statement under Rule 415 covering the resale of all the number of shares of Registrable Securities equal to the Reserved Amount (as defined in the Exchange Agreement). The Registration Statement shall state, to the extent permitted by Rule 416 under the Securities Act, that it also covers such indeterminate number of shares of Common Stock as may be required to effect conversion of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten Series B-2 Preferred Stock in order to prevent dilution resulting from stock splits, stock dividends or similar events. (10b) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required cause the Registration Statement to become effective as soon as practicable following the filing thereof, but in no event later than the Registration Deadline. The Company shall respond promptly to any and all comments made by the staff of the Commission on the Registration Statement (but in no event later than fifteen (15) Business Days following the Company's receipt thereof), and shall submit to the Commission, within three (3) Business Days after the Company learns that no review of the Registration Statement will be made by the staff of the Commission or that the staff of the Commission has no further comments on the Registration Statement, and each other as the case may be, a request for acceleration of the effectiveness of the Registration Statement required to a time and date not later than forty eight (48) hours after the submission of such request. 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 the Registration Statement and (ii) the date on which all of the remaining Registrable Securities (in the reasonable opinion of counsel to the Holders) may be filed 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 period beginning on the Registration Deadline and ending on the earlier of such dates being referred to herein as the "Registration Period"). ------------------- (c) If the Registration Statement is not declared effective by the Commission on or before April 15, 2001 (a "Default Event"), the Company shall ------------- pay to each Holder an amount equal to the lesser of (x) two percent (2%) per thirty calendar day period (prorated for any period of less than thirty calendar days) and (y) the highest rate permitted by applicable law, times the Stated ----- Value of the Series B-2 Preferred Stock initially issued to such Holder, accruing daily and compounded monthly, from the date on which a Default Event occurs until the date on which such Default Event has been cured and is no longer continuing, provided that such amount will not accrue or be payable to a Holder with respect to any day on which such Default Event was primarily caused by an act or failure to act by a Holder. The amounts paid or payable by the Company hereunder shall be in addition to any other remedies available to each Holder at law or in equity or pursuant to the terms hereof or the Exchange Agreement, or otherwise. Payments of this Purchase Warrantsuch amounts pursuant hereto shall be made in immediately available funds within five (5) Business Days after the end of each period that gives rise to such obligation, declared effective by provided that, if any such period extends for more than thirty (30) days, payments shall be made at the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holderend of each thirty-day period.

Mandatory Registration. Solely in (a) As soon as possible following the event there is Closing Date (but not then a current registration statement concerning later than the resale of the Registrable SecuritiesFiling Date), the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, Commission a required registration statement (the “Required Shelf” Registration Statement”) concerning Statement covering the resale of fifty percent (50%) of all of the Registrable SecuritiesSecurities for an offering to be made on a continuous basis pursuant to Rule 415. The Required Such Registration Statement shall be on Form F-3 SB-2 (except if available for such a registration and if unavailable, the Company shall is not then eligible to register the for resale of the Registrable Securities on Form S-1 or SB-2, in which case such registration shall be on another appropriate form reasonably acceptable in accordance herewith to which the Holder Holders consent, which consent may not be unreasonably withheld), and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective contain (except if otherwise directed by the SEC and Holders) the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders “Plan of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. Distribution” attached hereto as Annex A. The Company shall use its best efforts to have cause such Required Registration StatementStatement to be declared effective under the Securities Act as promptly as possible after the filing thereof, and each other in any event prior to the Required Effectiveness Date (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 within three (3) days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or will not be subject to further review) and shall use its best efforts to keep such Registration Statement continuously effective during the Effectiveness Period. The Company shall notify each Holder in writing promptly (and in any event within one business day) after receiving notification from the Commission that a Registration Statement has been declared effective. For purposes of the obligations of the Company under this Agreement, no Registration Statement shall be considered “effective” with respect to any Registrable Securities unless such Registration Statement lists the Holders of such Registrable Securities as “Selling Stockholders” and includes such other information as is required to be filed disclosed with respect to such Holders to permit them to sell their Registrable Securities pursuant to such Registration Statement. 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 Registrable Securities. (b) Upon the occurrence of any Event (as defined below) and on every monthly anniversary thereof until the earlier of the date the applicable Event is cured or the first anniversary of the occurrence of the Event, as partial relief for the damages suffered therefrom by the Holders (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 2.0% of the Nominal Value of the Registrable Securities held by such Holder. The liquidated damages payable pursuant to the terms hereof (i) shall not apply to the extent, but only to the extent, that the shares of this Purchase WarrantCommon Stock required to be included in the applicable Registration Statement are not otherwise available to be sold as a result of the restrictions contained in Section 8 hereof, and (ii) shall apply on a pro-rata basis for any portion of a month prior to the cure of an Event. For such purposes, each of the following shall constitute an “Event”: (w) a Registration Statement is not filed on or prior to the applicable Filing Date or is not declared effective on or prior to the applicable Required Effectiveness Date; (x) after the Effective Date for a Registration Statement, if the Company is not eligible to use Form S-3 under the Securities Act (or similar or successor form) at such time, a Holder is not permitted to sell Registrable Securities under such Registration Statement (or a subsequent Registration Statement filed in replacement thereof) for any reason for five (5) or more consecutive Trading Days or an aggregate of twenty (20) or more Trading Days in any 12- month period; (y) after the Effective Date for a Registration Statement, if the Company is eligible to use Form S-3 under the Securities Act (or similar or successor form) at such time, a Holder is not permitted to sell Registrable Securities under such Registration Statement (or a subsequent Registration Statement filed in replacement thereof) for any reason for five or more Trading Days (whether or not consecutive); or (z) at any time after the Common Stock is first listed or quoted on an Eligible Market, the Common Stock is not listed or quoted, or is suspended from trading, on an Eligible Market for a period of five Trading Days (which need not be consecutive Trading Days). (c) At the election of any Holder, any amount required to be paid by the SEC as soon as practicableCompany to such Holder pursuant to Section 2(b) may instead be added to the Stated Value of the outstanding Preferred Stock then owned by such Holder. The A Holder may make such election by delivering written notice to the Company shall pay the costs and expenses thereof, for one at any time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested before such cash payment is received by the such Holder.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and within twenty (20) days from the Commencement Date file with the SEC on one occasion at its sole expense, upon a prospectus supplement to the written notice of Shelf Registration Statement specifically relating to the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement Registrable Securities (the “Required Prospectus Supplement”). The Buyers and their counsel shall have had a reasonable opportunity to review and comment upon such Prospectus Supplement prior to its filing with the SEC. The Buyers shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to keep the Shelf Registration Statement”) concerning Statement effective pursuant to Rule 415 promulgated under the resale 1933 Act and available for sales of all of the Registrable SecuritiesSecurities at all times until the earlier of (i) the date on which the Buyers shall have sold, either publicly pursuant to the Registration Statement or pursuant to Rule 144 under the 1933 Act, all the Registrable Securities and no Available Amount remains under the Purchase Agreement, or (ii) the date five (5) years from the date of this Agreement (collectively, the “Registration Period”). In addition, a Buyer’s rights under this Agreement shall terminate if such Buyer can sell all of its Registrable Securities under Rule 144 under the 1933 Act without restriction during any ninety (90) day period. The Required Shelf 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 on Form F-3 if stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company hereby represents and warrants to the Buyers that: (i) the Shelf Registration Statement is effective and available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 in accordance with Rule 430B under the 1933 Act, and (ii) the Company has not received any notice that the SEC has issued or another appropriate form reasonably acceptable intends to issue a stop-order with respect to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided Shelf Registration Statement or that the Company shall maintain SEC otherwise has suspended or withdrawn the effectiveness of all the Shelf Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities Statement, either temporarily or permanently, or intends or has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice threatened in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holderdo so.

Mandatory Registration. Solely in the event there is not then UST agrees that: 2.1. it will file a current registration statement concerning the resale of the Registrable Securities, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register covering the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale within ninety (90) days of the Registrable Securities on Form F-3 as soon as date hereof (the "Filing Deadline"). 2.2. it will use its commercially reasonable efforts and will cooperate fully with the Commission to cause such form is available, provided that registration statement to be declared effective by the Company shall maintain Commission within one hundred eighty (180) days of the effectiveness of all date hereof (the "Registration Statements then in effect until such time as Deadline"). In the event UST fails to file a Registration Statement on Form F-3 registration statement covering the resale of all Registrable Securities on or before the Filing Deadline, UST shall, at the election of the Registrable Securities has Holder: (i) pay to the Holder (prorated for such Holder's percentage of the Offered Amount subscribed to by such Holder) an aggregate of $45,000; or (ii) issue to such Holder (prorated for such Holder's percentage of the Offered Amount subscribed to by such Holder) the number of additional Warrants and shares of Common Stock that would have been declared purchasable in the Offering for $45,000 for every 30 day period (pro-rated for period less than 30 days) that UST fails to file a registration statement with the Commission after the Filing Deadline. In the event that, due to the fault of UST, its registration statement is not deemed effective by the SEC and Commission on or before the prospectus contained therein is available for use. Within ten Registration Deadline, UST shall, at the election of the Holder (10i) days after receiving written notice from the Holder, the Company shall give notice pay to the other Holders Holder (prorated for such Holder's percentage of the Purchase Offered Amount subscribed to by such Holder) an aggregate of $45,000; or (ii) issue to such Holder (prorated for such Holder's percentage of the Offered Amount subscribed to by such Holder) the number of additional Warrants advising and shares of Common Stock that would have been purchasable in the Offering for $45,000, for every 30 day period (pro-rated for period less than 30 days) that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall is not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared deemed effective by the SEC as soon as practicable. The Company shall pay Commission after the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for Registration Deadline due to the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holderfault of UST.

Mandatory Registration. Solely in (i) Following the event there Shareholder Approval Date, the Company shall prepare, and, on or prior to the Filing Deadline (as defined above), file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form F-3 (or, if Form F-3 is not then available, on such form of Registration Statement as is then available to effect a current registration statement concerning of the Registrable Securities, subject to the consent of the Buyer, which consent will not be unreasonably withheld or delayed) covering the resale 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 Ordinary Shares represented by ADSs as may become issuable upon exercise of or otherwise pursuant to the Warrants to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of Ordinary Shares represented by ADSs 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 without regard to any limitation on the Buyer’s ability to exercise the Warrants. Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the reasonable approval of) the Buyer and its counsel prior to its filing or submission. (ii) If for any reason the SEC does not permit all of the Registrable Securities to be included in the 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 Agreement, then the Company shall prepare and prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required an additional Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared not already covered by an existing and effective by the SEC and the prospectus contained therein is available Registration Statement for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and an offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed made on a continuous basis pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderRule 415.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable Effective Date and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 F-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.

Mandatory Registration. Solely in 3.1. Within thirty (30) calendar days after the event there is not then a current registration statement concerning the resale of the Registrable SecuritiesClosing Date, the Company shall will prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (on Form S-3, or any other available form if the “Required Registration Statement”) concerning Company is not eligible to use Form S-3, for the resale purpose of registering under the Securities Act all of the Registrable SecuritiesShares for resale by, and for the account of, the Holders as selling stockholders thereunder (the “Registration Statement”). The Required Registration Statement shall permit the Holders to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Shares. The Company agrees to use commercially reasonable efforts to cause the Registration Statement to become effective as soon as practicable after the filing thereof, and in no event later than ninety (90) calendar days following the Closing Date. The Registration Statement filed pursuant to this Section 3.1 (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be on Form F-3 if available for provided to each Holder and its counsel prior to its filing or other submission. 3.2. The Company shall be required to keep the Registration Statement effective until such a registration and if unavailabledate that is the earlier of (i) the date as of which all of the Holders may sell all of the Registrable Shares to the public without restriction pursuant to Rule 144(b)(1) (or the successor rule thereto) promulgated under the Securities Act, (ii) the date when all of the Registrable Shares registered thereunder shall have been sold pursuant to the Registration Statement or Rule 144, or (iii) the one-year anniversary of the Closing Date (such date is referred to herein as the “Mandatory Registration Termination Date”). Thereafter, the Company shall register be entitled to withdraw the resale Registration Statement and the Holders shall have no further right to offer or sell any of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable Shares pursuant to the Holder Registration Statement (or any prospectus relating thereto). The offer and undertake to register the resale sale of the Registrable Securities on Form F-3 as soon as such form is available, provided that Shares pursuant to the Registration Statement shall not be underwritten. 3.3. The Company shall maintain not, and shall not agree to, allow the effectiveness holders of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering any securities of the resale of all Company, other than holders of the Registrable Securities has been declared effective by Shares, to include any of their securities in the SEC and Registration Statement under Section 3.1 hereof or any amendment or supplement thereto without the prospectus contained therein is available for useconsent of the Holders. Within ten (10) days after receiving written notice from the HolderIn addition, the Company shall give notice to not offer any securities for its own account or the other Holders account of others in the Registration Statement under Section 3.1 hereof or any amendment or supplement thereto without the consent of the Purchase Warrants advising Holders; provided, however, that the Company is proceeding with such at all times reserves the right to provide registration statement and offering rights, pursuant to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing a separate registration statement, to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to holders of any securities of the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderCompany.

Mandatory Registration. Solely In accordance with the procedures set forth in the event there is not then a current registration statement concerning the resale of the Registrable SecuritiesSection 4, the Company shall prepare and agrees to file with the SEC on one occasion at its sole expenseCommission, upon as promptly as practicable following the written notice special meeting of stockholders to be held to approve the issuance of certain shares to be sold in the Offering and, in any event, within ten (10) Business Days following the filing of the Holder at any time commencing six Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective “Filing Date”), a required resale registration statement on Form X-0, Xxxx X-0 or such other form under the Securities Act then available to the Company providing for the resale pursuant to Rule 415 from time to time by the Holders of any and all Registrable Shares consisting of Shares and all Additional Shares in respect thereof, if any, issued prior to the effectiveness of such registration statement (including the Prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Required Mandatory Registration Statement”) concerning ); provided, however, that in no event shall the resale of all Company be obligated to make the initial filing of the Registrable SecuritiesMandatory Registration Statement until such time as the Company is able to comply with the financial statement requirements under Regulation S-X of the Commission’s rules and regulations. The Required Company agrees to use its commercially reasonable efforts to cause the Commission to declare any Mandatory Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, effective by the earlier of (i) three Business Days after the Commission has advised the Company shall register that such Mandatory Registration Statement has not been selected for review by the resale of Commission; (ii) three Business Days after the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable Commission has advised the Company that it has no further comments to the Holder and undertake to register Mandatory Registration Statement; or (iii) 90 days after the resale of the Registrable Securities on Form F-3 as soon as such form is availableFiling Date; provided, provided however, that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as have no obligation to cause a Mandatory Registration Statement on Form F-3 covering to be declared effective with respect to the resale Registrable Securities of a Holder, except insofar as such Holder has provided the information set forth in Section 2(a)(ii) below in accordance with the timing requirements set forth therein. (i) The Company shall use its commercially reasonable efforts to cause any Mandatory Registration Statement to remain continuously effective until the earlier of (A) the sale pursuant to such Mandatory Registration Statement of all of the Registrable Securities has been declared effective covered by such Mandatory Registration Statement, (B) the SEC and sale, transfer or other disposition pursuant to Rule 144 of all of the prospectus contained therein is available for use. Within ten Registrable Shares covered by such Mandatory Registration Statement, (10C) days after receiving written notice from such time as the Holder, Registrable Shares covered by such Mandatory Registration Statement that are not held by Affiliates of the Company shall give notice are, in the opinion of counsel to the other Holders Company, eligible for resale pursuant to Rule 144 without regard to volume or manner of sale restrictions or the Purchase Warrants advising requirement that the Company is proceeding with be current in its Exchange Act reporting, (D) such registration statement and offering to include therein Purchase Warrants time as all of the Registrable Shares covered by such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing Mandatory Registration Statement have been sold to the Company within five or any of its subsidiaries or (5E) days thereafterthe first anniversary of the effective date of the initial Mandatory Registration Statement (subject to extension pursuant to Section 5(d)). The Company Any Mandatory Registration Statement shall use its best efforts provide for the resale from time to have such Required Registration Statementtime, and each other Registration Statement required to be filed pursuant to any method or combination of methods legally available to, and requested by, the terms Holder(s) of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderRegistrable Shares.

Mandatory Registration. Solely in Within thirty (30) days after the event there Closing (or, if the date that is thirty (30) days after the Closing is not then a current registration statement concerning business day, the resale of the Registrable Securitiesnext business day immediately following such date), the Company shall will prepare and file with the SEC a registration statement on one occasion at its sole expenseForm S-3 or any successor form (except that if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, upon then such registration shall be on Form S-1 or any successor form) for the written notice purpose of registering under the Securities Act all of the Holder at any time commencing six (6) months after Registrable Securities for resale by, and for the date that this Warrant becomes exercisable and on or before account of, the fifth anniversary date of the Effective Date, a required registration statement Holders as selling stockholders thereunder (the “Required "Registration Statement”) concerning "). The Registration Statement shall permit the resale of Holders to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Securities. The Required Company agrees to use commercially reasonable efforts to cause the Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 become effective as soon as such form is available, provided that practicable (which shall include using commercially reasonable efforts to promptly respond to any comments of the SEC in respect of the Registration Statement). The Company shall maintain be required to keep the effectiveness of all Registration Statements then in effect Statement effective until such time as a Registration Statement on Form F-3 covering date that is the resale earlier of (i) the date when all of the Registrable Securities has registered thereunder shall have been declared sold, (ii) the date on which all the Registrable Securities either cease to be outstanding or are held by persons who are not affiliates of the Company and may be resold pursuant to Rule 144(k) under the Securities Act, or (iii) the later of two (2) years after the effective by date of the SEC and Registration Statement, or the prospectus contained therein date on which all of the Registrable Securities may be sold pursuant to Rule 144 in a three (3) month period (such date is available for usereferred to herein as the "Mandatory Registration Termination Date"). Within ten (10) days after receiving written notice from the HolderThereafter, the Company shall give notice be entitled to withdraw the other Registration Statement and the Holders shall have no further right to offer or sell any of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed Registrable Securities pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderRegistration Statement (or any prospectus relating thereto).

Mandatory Registration. Solely in (a) The Company shall file an Initial Registration Statement on or prior to the event there is not then a current registration statement concerning the resale of Filing Date registering the Registrable SecuritiesSecurities for resale by the Holders as selling stockholders thereunder. On or prior to the Filing Date, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon an Initial Registration Statement for the written notice purpose of registering under the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning Securities Act the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for all, or such a registration portion as permitted by SEC Guidance (and if unavailable, the Company shall register use its best efforts to advocate with the resale SEC for the registration of all or the maximum number of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale as permitted by SEC Guidance) of the Registrable Securities by, and for the account of, the Holders as selling stockholders thereunder, that are not then registered on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a an effective Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and an offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated made on a continuous basis pursuant to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafterRule 415. The Company shall use its best efforts to have such Required Registration Statement, and each other cause the Initial Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC under the Securities Act as soon promptly as practicablepracticable after the filing thereof, but in any event on or prior to the applicable Effectiveness Deadline. (b) The Company shall be required to keep the Initial Registration Statement current and effective until such date that is the earlier of (the “Effectiveness Period”) (i) the date as of which all of the Holders as selling stockholders thereunder may sell all of the Registrable Securities registered for resale thereon without restriction pursuant to Rule 144, or (ii) the date when all of the Registrable Securities registered thereunder shall have been sold (such date is referred to herein as the “Mandatory Registration Termination Date”), or (iii) three (3) years from the effective date of the Initial Registration Statement. Thereafter, the Company shall be entitled to withdraw such Registration Statement and the Holders shall have no further right to offer or sell any of the Registrable Securities registered for resale thereon pursuant to the respective Registration Statement (or any prospectus relating thereto). (c) Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities to be registered in the Initial Registration Statement (and the Company has used its best efforts to advocate with the SEC for the registration of all or the maximum number of Registrable Securities), the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis among the Purchasers based on the total number of unregistered Shares held by such Purchasers on a fully diluted basis. The Company shall pay file a new registration statement as soon as reasonably practicable covering the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested resale by the HolderHolders of not less than the number of such Registrable Securities that are not registered in the Initial Registration Statement. The Company shall not be liable for liquidated damages under Section 3(a) as to any Registrable Securities which are not permitted by the SEC to be included in a Registration Statement due solely to SEC Guidance from time to time. In such case, any liquidated damages payable under Section 3(a) shall be calculated to apply only to the percentage of Registrable Securities which are permitted in accordance with SEC Guidance to be included in such Registration Statement. (d) If during the Effectiveness Period, the Company becomes aware that the number of Registrable Securities at any time exceeds the number of Registrable Securities then registered for resale in a Registration Statement, then the Company shall file as soon as reasonably practicable an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Securities that are not then registered.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after on the date that this Warrant becomes exercisable and on or before the fifth anniversary date of until five (5) years from the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 S-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 S-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of this series of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.

Mandatory Registration. Solely in No later than 90 days after the event there is not then a current registration statement concerning the resale of the Registrable SecuritiesClosing Date, the Company shall will prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement on Form S-3 (or, if Form S-3 is not then available to the “Required Registration Statement”Company, on such form of registration statement that is then available to effect a registration of all Registrable Shares) concerning for the resale purpose of registering under the Securities Act all of the Registrable SecuritiesShares for resale by, and for the account of, the Holders as selling stockholders thereunder (the "Registration Statement"). The Required Registration Statement shall permit the Holders to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Shares. 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 Registrable Shares. The Company agrees to use commercially reasonable efforts to cause the Registration Statement to become effective as soon as practicable after filing, but in no event later than 180 days after filing. The Company shall be on Form F-3 if available for required to keep the Registration Statement, as amended, effective until such a date that is the earlier of (i) two years after the Closing Date, (ii) the date when all of the Registrable Shares registered thereunder shall have been sold, or (iii) such time as all the Registrable Shares held by the Holders can be sold pursuant to Rule 144(k) and without compliance with the registration and if unavailablerequirements of the Securities Act (such date is referred to herein as the "Mandatory Registration Termination Date"). Thereafter, the Company shall register be entitled to withdraw the resale Registration Statement and the Holders shall have no further right to offer or sell any of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable Shares pursuant to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the (or any prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holdersrelating thereto). The Company shall not be obligated to grant any such other Holder unless such other Holder shall accept such offer by notice in writing registration rights that are pari passu with or senior to the Company within five (5) days thereafterregistration rights of the Holders under this Agreement if such registration rights would adversely affect the Holders' ability to sell Registrable Shares pursuant to the Registration Statement. The Company shall use its best efforts represents that no stockholders other than the Holders have the right to have such Required Registration Statement, and each sell any Common Stock or other Registration Statement required to be filed securities of the Company pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderRegistration Statement.

Mandatory Registration. Solely in (a) On or before the event there is not then a current registration statement concerning the resale of the Registrable SecuritiesFiling Deadline, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as Commission a Registration Statement on Form F-3 S-3 as a "shelf" registration statement under Rule 415 covering the resale of all the number of shares of Registrable Securities equal to the Reserved Amount (as defined in the Securities Purchase Agreement). The Registration Statement shall state, to the extent permitted by Rule 416 under the Securities Act, that it also covers such indeterminate number of shares of Common Stock as may be required to effect conversion of the Registrable Securities has been declared effective by the SEC Preferred Shares and the prospectus contained therein is available for use. Within ten Warrants in order to prevent dilution resulting from stock splits, stock dividends or similar events. (10b) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required cause the Registration Statement to become effective as soon as practicable following the filing thereof, but in no event later than the Registration Deadline. The Company shall respond promptly to any and all comments made by the staff of the Commission on the Registration Statement (but in no event later than fifteen (15) Business Days following the Company's receipt thereof), and shall submit to the Commission, within three (3) Business Days after the Company learns that no review of the Registration Statement will be made by the staff of the Commission or that the staff of the Commission has no further comments on the Registration Statement, and each other as the case may be, a request for acceleration of the effectiveness of the Registration Statement required to a time and date not later than forty eight (48) hours after the submission of such request. 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 the Registration Statement and (ii) the date on which all of the remaining Registrable Securities (in the reasonable opinion of counsel to the Holders) 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 period beginning on the Registration Deadline and ending on the earlier of such dates being referred to herein as the "Registration Period"). (c) If (A) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the one hundred and eightieth (180th) day following the Closing Date (the "Registration Default Date"), (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 (other than with respect to such Registrable Securities as are then freely saleable pursuant to Rule 144(k) under the Securities Act), or (C) the Common Stock is not listed and freely tradeable on the Nasdaq National Market, the Nasdaq SmallCap Market, the American Stock Exchange or the New York Stock Exchange (each of (A), (B) or (C) being referred to herein as a "Default Event"), the Company shall pay to each Holder an amount equal to the lesser of (x) two percent (2%) per thirty calendar day period (prorated for any period of less than thirty calendar days) and (y) the highest rate permitted by applicable law, times the Stated Value of the Preferred Shares then held by such Holder, accruing daily and compounded monthly, from the date on which a Default Event occurs until the date on which such Default Event and any and all other Default Events have been cured and are no longer continuing. The amounts paid or payable by the Company hereunder shall be in addition to any other remedies available to each Holder at law or in equity or pursuant to the terms hereof or the Securities Purchase Agreement, or otherwise. Payments of this Purchase Warrantsuch amounts pursuant hereto shall be made in immediately available funds 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 at the end of each thirty-day period. (d) In the event that (A) the Registration Statement is not declared effective by the SEC as soon as practicable. The Company shall pay Registration Default Date, (B) after the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested Registration Statement has been declared effective by the Holder.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 (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k) under the Securities Act), (C) the Common Stock is not listed and freely tradeable on the Nasdaq SmallCap Market, the Nasdaq National Market System or the New York Stock Exchange, or (D) the Company breaches, in any material respect, any material covenant or other material term or condition of the Articles of Amendment, Securities Purchase Agreement, Registration Rights Agreement or the Warrants or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby or thereby, and such breach continues for a period of ten (10) Business Days after written notice thereof to the Company from a Holder (each event described in clause (A), (B), (C) or (D) being hereinafter referred to as a "Repricing Event"), in addition to the amounts which may be payable pursuant to paragraph 2(c) above (and any other remedies available to the Holders), the Conversion Price for any conversion of Preferred Shares occurring on a Conversion Date following the occurrence of such Repricing Event shall be deemed to be equal to the lesser of (i) the lowest Conversion Price (or if lower, Market Price) occurring during the period between the date on which a Repricing Event occurs and the date on which such Repricing Event and any and all other Repricing Events have been cured and are no longer continuing and (ii) the Conversion Price that would otherwise be in effect on such Conversion Date

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and file with the SEC on one occasion at its sole expenseSEC, upon no later than thirty (30) calendar days after the written notice Closing Date, an amendment to the Form S-1 Registration Statement, or a new Registration Statement if required, covering a sufficient number of shares of Common Stock for the Initial Investors into which is not more than $3,800,000 of Debentures in the total offering would be convertible. In the event the amendment is not filed within thirty (30) calendar days after the Closing Date, then in such event the Company shall pay the Investor 2% of the Holder face amount of each Debenture for each 30 day period, or portion thereof, after 30 days following the Closing Date that the Registration Statement is not filed. The Investor is also granted additional Piggyback registration rights on any other Registration Statement filings made by the Company. Such Registration Statement shall state that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from Stock splits, or stock dividends). If at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before number of shares of Common Stock into which the fifth anniversary date Debenture may be converted exceeds the aggregate number of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale shares of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailableCommon Stock then registered, the Company shall register shall, within ten (10) business days after receipt of written notice from any Investor, either (i) amend the resale of Registration Statement filed by the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable Company pursuant to the Holder and undertake 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 resale of the Registrable Securities on Form F-3 as soon as Debenture may be converted, or (ii) if such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form S-1 to register the shares of Common Stock into which the Debenture may be converted that exceed the aggregate 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 prospectus contained therein Registration Statement is available for usefiled. Within ten Failure of the Company to make payment within said 5 business days shall be considered a default. The Company acknowledges that its failure to file with the SEC, said Registration Statement no later than thirty (1030) days after receiving written notice from the HolderClosing Date will cause the Initial Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the Company shall give notice parties agree that it is appropriate to the other Holders of the Purchase Warrants advising include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the Company is proceeding with liquidated damages provision set forth in this section represents the parties' good faith effort to qualify such registration statement damages and, as such, agree that the form and offering to include therein Purchase Warrants amount of such other Holdersliquidated damages are reasonable and will not constitute a penalty. The Company payment of liquidated damages shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to relieve the Company within five (5) days thereafter. The Company shall use from its best efforts obligations to have such Required Registration Statement, register the Common Stock and each other Registration Statement required to be filed deliver the Common Stock pursuant to the terms of this Purchase WarrantAgreement, declared effective by the SEC as soon as practicable. The Company shall pay Subscription Agreement and the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderDebenture.

Mandatory Registration. Solely in (a) Within thirty (30) days after the event there Closing (or, if the date that is thirty (30) days after the Closing is not then a current registration statement concerning business day, the resale of the Registrable Securitiesnext business day immediately following such date), the Company shall will prepare and file with the SEC a registration statement on one occasion at its sole expenseForm S-3 or any successor form (except that if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, upon then such registration shall be on Form S-1 or any successor form) for the written notice purpose of registering under the Securities Act all of the Holder at any time commencing six (6) months after Registrable Securities for resale by, and for the date that this Warrant becomes exercisable and on or before account of, the fifth anniversary date of the Effective Date, a required registration statement Holders as selling stockholders thereunder (the “Required Registration Statement”) concerning ). The Registration Statement shall permit the resale of Holders to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Securities. The Required Company agrees to use commercially reasonable efforts to cause the Registration Statement to become effective as soon as reasonably practicable (which shall be on Form F-3 if available for such include using commercially reasonable efforts to respond to any comments of the SEC in respect of the Registration Statement within ten (10) business days following receipt thereof, unless the SEC conducts a registration and if unavailablefull review, in which case the Company shall register the resale use its commercially reasonably efforts to respond to any comments of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale SEC in respect of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Registration Statement within fifteen (15) business days following receipt thereof). The Company shall maintain use its commercially reasonable efforts to keep the effectiveness of all Registration Statements then in effect Statement effective until such time as a Registration Statement on Form F-3 covering date that is the resale earlier of (i) the date when all of the Registrable Securities registered thereunder shall have been sold or (ii) two (2) years after the Closing, subject to extension as set forth below (such date is referred to herein as the “Mandatory Registration Termination Date”). Thereafter, the Company shall be entitled to withdraw the Registration Statement and the Holders shall have no further right to offer or sell any of the Registrable Securities pursuant to the Registration Statement (or any prospectus relating thereto). In the event the right of the selling Holders to use the Registration Statement (and the prospectus relating thereto) is delayed or suspended pursuant to Sections 4(c) or 10 hereof, if the events described in clause (i) or (ii) above of this subsection (a)have not yet occurred, the Company shall be required to extend the Mandatory Registration Termination Date by the same number of days as such delay or Suspension Period (as defined in Section 10 hereof), provided that such delay is not the result of the Holders’ failure or delay to furnish information required under Section 5 hereof. (b) In the event that the Registration Statement is not filed with the SEC within thirty (30) days after the Closing (or, if the date that is thirty (30) days after the Closing is not a business day, the next business day immediately following such date), or the Company fails to use its commercially reasonable efforts to respond to any comments of the SEC in respect of the Registration Statement within ten (10) business days following receipt thereof, or in the case of a full SEC review, within fifteen (15) business days following receipt thereof, the Company will pay, in cash, check or by wire transfer, to each Investor, one percent (1.0%) of the aggregate Purchase Price (as defined in the Securities Purchase Agreement) paid by the Investor for all Shares sold to each such Investor pursuant to the Securities Purchase Agreement. For every additional thirty (30) days that the Company continues to be delayed from filing the Registration Statement with the SEC or continues to fail to use its commercially reasonable efforts to respond to any comments of the SEC in respect of the Registration Statement, the Company will pay, in cash, check or by wire transfer, to each Investor, an additional one percent (1.0%) of the aggregate Purchase Price paid by the Investor for all Shares sold to each such Investor pursuant to the Securities Purchase Agreement. Notwithstanding the foregoing, the Company shall not be obligated to pay to the Investors, pursuant to this Section 3(b), individually or in the aggregate, more than five percent (5%) of the aggregate Purchase Price for all Shares sold pursuant to the Securities Purchase Agreement. (c) Within three (3) business days after a Registration Statement that covers applicable Registrable Securities is declared effective by the SEC, the Company shall deliver, or shall cause legal counsel to deliver, to the transfer agent for such Registrable Securities (with copies to the Holders whose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice in such form as agreed to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing counsel to the Company within five and counsel to the Holders at such time. (5d) days thereafter. The Company shall use its best efforts Subject to have such Required Registration Statementreview and comment by the SEC, and each other the Plan of Distribution set forth in the Registration Statement required to shall be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC substantially as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants set forth in those jurisdictions requested by the HolderExhibit B attached hereto.

Mandatory Registration. Solely in No later than 180 days after the event there is not then a current registration statement concerning the resale of the Registrable SecuritiesClosing, the Company shall will prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement on Form S-3 (or, if Form S-3 is not then available to the “Required Registration Statement”Company, on such form of registration statement that is then available to effect a registration of all Registrable Shares) concerning for the resale purpose of registering under the Securities Act all of the Registrable SecuritiesShares for resale by, and for the account of, the Holders as selling stockholders thereunder (the "Registration Statement"). The Required Registration Statement shall permit the Holders to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Shares. 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 Registrable Shares. The Company agrees to use commercially reasonable efforts to cause the Registration Statement to become effective as soon as practicable after filing, but in no event later than 120 days after filing. The Company shall be on Form F-3 if available for required to keep the Registration Statement, as amended, effective until such a date that is the earlier of (i) two years after the Closing Date, (ii) the date when all of the Registrable Shares registered thereunder shall have been sold, or (iii) such time as all the Registrable Shares held by the Holders can be sold pursuant to Rule 144(k) and without compliance with the registration and if unavailablerequirements of the Securities Act (such date is referred to herein as the "Mandatory Registration Termination Date"). Thereafter, the Company shall register be entitled to withdraw the resale Registration Statement and the Holders shall have no further right to offer or sell any of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable Shares pursuant to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the (or any prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holdersrelating thereto). The Company shall not be obligated to grant any such other Holder unless such other Holder shall accept such offer by notice in writing registration rights that are pari passu with or senior to the Company within five (5) days thereafterregistration rights of the Holders under this Agreement if such registration rights would adversely affect the Holders' ability to sell Registrable Shares pursuant to the Registration Statement. The Company shall use its best efforts represents that no stockholders other than the Holders have the right to have such Required Registration Statement, and each sell any Common Stock or other Registration Statement required to be filed securities of the Company pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderRegistration Statement.

Mandatory Registration. Solely in 3.1. Within thirty (30) calendar days after the event there is not then a current registration statement concerning the resale of the Registrable SecuritiesEffective Date, the Company shall will prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (on Form S-3, or any other available form if the “Required Registration Statement”) concerning Company is not eligible to use Form S-3, for the resale purpose of registering under the Securities Act all of the Registrable SecuritiesShares for resale by, and for the account of, the Holders as selling stockholders thereunder (the “Registration Statement”). The Required Registration Statement shall permit the Holders to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Shares. The Company agrees to use commercially reasonable efforts to cause the Registration Statement to become effective as soon as practicable after the filing thereof, and in no event later than the earlier of (i) ninety (90) calendar days following the Effective Date (subject to reasonable extension to the extent necessary to accommodate a delay resulting from unresolved SEC comments or the need to file financial statements within the time periods prescribed by the SEC) and (ii) the fifth calendar day following the date on which the Company is notified by the SEC that (a) such Registration Statement will not be on Form F-3 if available reviewed or is no longer subject to further review and comments and that (b) the SEC is willing to declare the Registration Statement effective. The Registration Statement filed pursuant to this Section 3.1 (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to each Holder and its counsel prior to its filing or other submission. 3.2. The Company shall be required to keep the Registration Statement effective until such a registration date that is the earlier to occur of (i) the date as of which all of the Holders may sell all of the Registrable Shares to the public without restriction pursuant to Rule 144 (or the successor rule thereto) promulgated under the Securities Act, and if unavailable(ii) the date when all of the Registrable Shares registered thereunder shall have been sold pursuant to the Registration Statement or Rule 144 (such date is referred to herein as the “Mandatory Registration Termination Date”). Thereafter, the Company shall register be entitled to withdraw the resale Registration Statement and the Holders shall have no further right to offer or sell any of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable Shares pursuant to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the (or any prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holdersrelating thereto). The Company shall not be obligated required to any such other Holder unless such other Holder shall accept such register the offer by notice in writing and sale of the Registrable Shares pursuant to the Company within five (5) days thereafterRegistration Statement in an underwritten offering. 3.3. The Company shall use its best efforts to have such Required Registration Statementnot, and each shall not agree to (i) allow the holders of any securities of the Company, other than holders of the Registrable Shares, to include any of their securities in the Registration Statement required under Section 3.1 hereof or any amendment or supplement thereto without the consent of the Holders or (ii) offer any securities for its own account or the account of others in the Registration Statement under Section 3.1 hereof or any amendment or supplement thereto without the consent of the Holders, in each such case, subject to, and other than with respect to, any registration obligations of the Company under any agreement entered into prior to be filed the Effective Date; provided, however, that the Company at all times reserves the right to provide registration rights, pursuant to a separate registration statement, to the terms holders of this Purchase Warrantany securities of the Company. ** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. **** Indicates that the amount of information omitted was a page or more in length, declared effective by and such information has been filed separately with the SEC as soon as practicableSecurities and Exchange Commission. The Company shall pay Confidential treatment has been requested with respect to the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.omitted portions

Mandatory Registration. Solely in (a) The Company shall be required to file an Initial Registration Statement on or prior to the event there is not then a current registration statement concerning the resale of Filing Date registering the Registrable SecuritiesSecurities for resale by the Holders as selling stockholders thereunder. On or prior to the Filing Date, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon an Initial Registration Statement for the written notice purpose of registering under the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning Securities Act the resale of all, or such portion as permitted by SEC Guidance (and the Company shall make a commercially reasonable effort to advocate with the SEC for the registration of all or the maximum number of the Registrable Securities as permitted by SEC Guidance) of the Registrable Securities by, and for the account of, the Holders as selling stockholders thereunder, that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. No other securities shall be included in the Initial Registration Statement that is filed except for the Registrable Securities. The Required Each Registration Statement (including the Initial Registration Statement) shall be on Form F-3 contain the “Plan of Distribution” included in the Investor Questionnaire, in substantially the form of which was provided to Investors with the Securities Purchase Agreement (except if available for otherwise required pursuant to written comments received from the SEC upon a review of such a registration and if unavailable, the Registration Statement). The Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as cause a Registration Statement to be declared effective by the SEC under the Securities Act as promptly as practicable after the filing thereof, but in any event on Form F-3 covering or prior to the resale applicable Effectiveness Date. (b) The Company shall be required to keep a Registration Statement effective until such date that is the earlier of (the “Effectiveness Period”) (i) the date as of which all of the Holders as selling stockholders thereunder may sell all of the Registrable Securities has registered for resale thereon without restriction pursuant to Rule 144 or (ii) the date when all of the Registrable Securities registered thereunder shall have been declared effective by sold (such date is referred to herein as the SEC and the prospectus contained therein is available for use“Mandatory Registration Termination Date”). Within ten (10) days after receiving written notice from the HolderThereafter, the Company shall give notice be entitled to withdraw such Registration Statement and the Holders shall have no further right to offer or sell any of the Registrable Securities registered for resale thereon pursuant to the respective Registration Statement (or any prospectus relating thereto). (c) Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities to be registered in the Initial Registration Statement (and the Company has made a commercially reasonable effort to advocate with the SEC for the registration of all or a greater number of Registrable Securities), the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis among the Investors based on the total number of unregistered Warrant Shares held by such Investors on a fully diluted basis. The Company shall file a new registration statement as soon as reasonably practicable covering the resale by the Holders of not less than the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants number of such other HoldersRegistrable Securities that are not registered in the Initial Registration Statement. The Company shall not be obligated liable for liquidated damages under Section 5(a) as to any Registrable Securities which are not permitted by the SEC to be included in a Registration Statement due solely to SEC Guidance from time to time. In such other Holder unless case, any liquidated damages payable under Section 5(a) shall be calculated to apply only the percentage of Registrable Securities which are permitted in accordance with SEC Guidance to be included in such other Holder shall accept such offer by notice in writing Registration Statement. (d) If during the Effectiveness Period, subject to Section 3(a) and Section 3(c), the Company within five becomes aware that the number of Registrable Securities at any time exceeds the number of Registrable Securities then registered for resale in a Registration Statement, then the Company shall file as soon as reasonably practicable an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Securities that are not then registered. (5e) days thereafterNotwithstanding any other provision of this Agreement, if during the Effectiveness Period any of the Registrable Securities become eligible for resale without restriction pursuant to Rule 144 (the “Rule 144 Eligible Securities”) then the number of Registrable Securities outstanding at any one time shall be reduced by the number of Rule 144 Eligible Securities and the Company may at its option file an amendment to any Registration Statement to reduce the number of Registrable Securities accordingly. The Company shall use acknowledges that the Company’s obligation to file its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to periodic disclosure documents for the terms twelve (12) month period preceding the date of sale is a “restriction” as that term is used in the first sentence of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderSection 3(e).

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6i) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have prepare and, as soon as practicable but in no event later than the Initial Filing Deadline, file with the Commission an Initial Registration Statement on Form S-3 covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(d) of this Agreement. The Initial Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the Initial Required Registration Statement, and each other Amount determined as of the date such Initial Registration Statement required is initially filed with the Commission. The Initial Registration Statement shall contain (except if otherwise directed by the holders of at least a majority of the Registrable Securities) the “Selling Securityholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B. The Company shall use reasonable efforts to be filed pursuant to have the terms of this Purchase Warrant, Initial Registration Statement declared effective by the SEC Commission as soon as practicable, but not later than the Initial Effectiveness Deadline. By 9:30 am on the Business Day following the Initial Effectiveness Date, the Company shall file with the Commission in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement. (ii) The Company shall pay use its best efforts to prepare and, as soon as practicable but in no event later than the costs Additional Filing Deadline, file with the Commission an Additional Registration Statement on Form S-3 covering the resale of all of the Additional Registrable Securities not previously registered on an Additional Registration Statement hereunder. To the extent the staff of the SEC does not permit the Additional Required Registration Amount to be registered on an Additional Registration Statement, the Company shall file, by the applicable Additional Filing Deadline, Additional Registration Statements successively trying to register on each such Additional Registration Statement the maximum number of remaining Additional Registrable Securities until the earlier of the date that (i) the Additional Required Registration Amount has been registered with the Commission and expenses thereof(ii) the expiration of the Registration Period. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for one time onlysuch a registration, which costs and expenses subject to the provisions of Section 2(d) of this Agreement. Each Additional Registration Statement prepared pursuant hereto shall include register for resale at least that number of shares of Common Stock equal to the Additional Required Registration Amount determined as of the date such Additional Registration Statement is initially filed with the Commission. Each Additional Registration Statement shall contain (except if otherwise directed by the holders of at least a majority of the Registrable Securities) the “Blue SkySelling Securityholders” fees for counsel for the Underwriter and “Blue SkyPlan of Distribution” filing fees sections in substantially the form attached hereto as Exhibit B. The Company shall use reasonable efforts to qualify the Purchase Warrants in those jurisdictions requested have each Additional Registration Statement declared effective by the HolderCommission as soon as practicable, but not later than the applicable Additional Effectiveness Deadline. By 9:30 am on the Business Day following the Additional Effectiveness Date, the Company shall file with the Commission in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement.

Mandatory Registration. Solely in (i) The Company shall use its reasonable best efforts to file by the event there is not then 45th day following the Closing (such date, the “Filing Deadline”), with the SEC, a current registration statement concerning on Form S-1 or such other SEC form which the Company is eligible to use with respect to the resale from time to time, whether underwritten or otherwise, of the Registrable Securities by the Holders. The Company shall use Form S-3, if it is then eligible to use Form S-3. The Company shall use its reasonable best efforts to promptly respond to all SEC comments, if any, related to such registration statement but in any event within two weeks of the receipt thereof, and shall use its reasonable best efforts to obtain all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all of the Holders’ Registrable Securities, including causing such registration statement to be declared effective by the SEC as soon as practicable after filing and no later than the Effectiveness Deadline. The Company shall use its reasonable best efforts to maintain the effectiveness of the registration effected pursuant to this Section 2.1(a) at all times. The registration contemplated by this Section 2.1(a) is referred to herein as the “Mandatory Registration.” The Mandatory Registration shall be filed with the SEC in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect) (a “Shelf Registration”). So long as any such Shelf Registration is effective as required herein and in compliance with the Securities Act and is usable for resale of Registrable Securities, the Holders shall be entitled to demand any number of takedowns (including underwritten takedowns, provided that (i) the Registrable Securities requested to be included in such underwritten takedown constitute at least 25% of the Registrable Securities then outstanding or (ii) the anticipated aggregate offering price based on the then-current market prices, net of underwriting discounts and commissions, would exceed $10,000,000 from the Shelf Registration. In connection with any such takedown, the Company shall prepare take all customary and file reasonable actions that the Company would take in connection with an underwritten registration pursuant to Section 2.3 (including, without limitation, all actions referred to in Section 2.5 necessary to effectuate such sale in the SEC on one occasion manner determined by the Holders of at its sole expense, upon the written notice least a majority of the Holder at any time commencing six Registrable Securities to be included in such underwritten takedown). The Company shall use its reasonable best efforts to cause the registration statement or statements filed hereunder to remain effective until such date (6the “Shelf Termination Date”) months after that is the earlier of (i) the date on which all Registrable Securities included in the registration statement shall have been sold or shall have otherwise ceased to be Registrable Securities and (ii) the date that this Warrant becomes exercisable all Registrable Securities covered by such registration statement may be sold without volume or manner of sale restrictions under Rule 144 (after taking into account any Holder’s status as an Affiliate of the Company) for purposes of Rule 144 and without the requirement for compliance by the Company with the current public information requirements under Rule 144(c)(1) or, if applicable, Rule 144(i)(2), as determined by counsel to the Company (the “Effectiveness Period”). In the event the Mandatory Registration must be effected on Form S-1 or before any similar long-form registration as the fifth anniversary date Company may elect or is required to use, such registration shall nonetheless be filed as a Shelf Registration and the Company shall use its reasonable best efforts to keep such registration current and effective, including by filing periodic post-effective amendments to update the information therein, as determined by counsel to the Company, including the financial statements contained in such registration statement in accordance with Regulation S-X promulgated under the Securities Act until the Shelf Termination Date. The Company shall not include in the Mandatory Registration any securities which are not Registrable Securities without the prior written consent of the Holders of at least a majority of the Registrable Securities included in such registration. The Company shall request effectiveness of a Registration Statement as of 5:00 P.M. New York City time on a Business Day. The Company shall promptly notify the Holders via facsimile or electronic mail in a “.pdf” format data file of the effectiveness of a Registration Statement within one (1) Business Day of the Effective Date. The Company shall, by 9:30 A.M. New York City time on the first Business Day after the Effective Date, file a final Prospectus with the Commission, as required by Rule 424(b). (ii) Notwithstanding the registration obligations set forth in this Section 2.1(a), in the event the SEC informs the Company that all of the Registrable Securities then outstanding cannot, as a result of the application of Rule 415 of the Securities Act, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the initial registration statement as required by the SEC and/or (ii) withdraw the “Required Registration Statement”) concerning initial registration statement and file a new registration statement, in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form X-0, Xxxx X-0 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, 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 Commission for the registration of all of the Registrable SecuritiesSecurities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. The Required Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities or other shares of Common Stock permitted to be registered on a particular Registration Statement shall as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), the number of Registrable Securities or other shares of Common Stock to be registered on such registration statement will be reduced on a pro rata basis. In the event the Company amends the initial registration statement or files a new registration statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form F-3 if X-0, Xxxx X-0 or such other form available to the Company 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. (iii) If: (i) the initial registration statement required to be filed pursuant to this Section 2.1(a) is not filed with the SEC on or prior to the Filing Deadline, or (ii) the initial registration statement required to be filed pursuant to this Section 2.1(a) is not declared effective by the SEC (or otherwise does not become effective) for any reason on or prior to the Effectiveness Deadline (any such a registration and if unavailablefailure being referred to as an “Event,” and, the date on which such Event occurs, being referred to as an “Event Date” for purposes of this Section 2.1(a)(iii)), then in addition to any other rights the Holders may have hereunder or under applicable law, on each Event Date, the Company shall pay one time to each Holder an amount in cash, as liquidated damages and not as a penalty (“Liquidated Damages”), equal to 1% of the purchase price paid in cash for any Registrable Securities held by such Holder on the Event Date. The parties agree that notwithstanding anything to the contrary herein or in the Stock Purchase Agreement, no Liquidated Damages shall be payable if as of the relevant Event Date, the Registrable Securities may be sold by non-affiliates without volume or manner of sale restrictions under Rule 144 and the Company is in compliance with the current public information requirements under Rule 144(c)(1) (or Rule 144(i)(2), if applicable), as determined by counsel to the Company. The Effectiveness Deadline for a registration statement shall be extended without default or Liquidated Damages hereunder in the event that the Company’s failure to obtain the effectiveness of the registration statement on a timely basis results from the failure of an Investor to timely provide the Company with information requested by the Company and necessary to complete the registration statement in accordance with the requirements of the Securities Act (in which case the Effectiveness Deadline would be extended). (iv) In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and (ii) undertake to register the resale of the Registrable Securities on Form F-3 as soon as S-3 promptly after such form is available, provided provided, that the Company shall maintain the effectiveness of all Registration Statements the registration statement then in effect until such time as a Registration Statement registration statement on Form F-3 S-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderCommission.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the (i) The Company shall prepare and file with the SEC on one occasion at its sole expense, upon Securities and Exchange Commission (the written notice of "Commission") not later than the Holder at any time commencing six 90th day (6the "FILING DATE") months after the date that this Warrant becomes exercisable and on or before the fifth anniversary effective date of the Effective Date, a required registration statement first merger (the “Required "MERGER") of the Company with a company required to file reports pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "EXCHANGE ACT.) a Registration Statement”Statement or Registration Xxxxxxxxxx (xx xxxxxxxxx) concerning on Form SB-2 covering the resale of all of the Registrable Securities, in an amount sufficient to cover the resale of the Shares issuable upon conversion of the Notes and exercise of the Warrants. The Required Registration Statement shall be on In the event that Form F-3 if available SB-2 is unavailable and/or inappropriate for such a registration and if unavailableregistration, the Company shall use such other form as is available and appropriate for such a registration. Any Registration Statement prepared pursuant hereto shall register the for resale at least that number of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable shares of Common Stock equal to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafterShares. The Company shall use its best efforts to have such Required Registration Statement, and each other cause the Registration Statement required to be filed pursuant declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the terms of this Purchase Warrant120th day after the Merger (such day referred to herein as the "Effective Date"); PROVIDED THAT, if the Registration Statement is not declared effective by the SEC as soon as practicableEffective Date then the Company shall pay to each Purchaser an amount equal to one percent (1%) per 30-day period of the purchase price paid for the Notes purchased by such Purchaser. Thereafter, for every 30 days that pass during which the Registration Statement has not been declared effective, the Company shall pay to each Purchaser an additional amount equal to one percent (1%) of the purchase price paid for the Notes purchased by such Purchaser. Each such payment shall be due within five days of the end of each 30-day period. (ii) The Company shall pay use its best efforts to keep each Registration Statement effective pursuant to Rule 415 at all times until such date as is the costs earlier of (i) the date on which all of the Registrable Securities have been sold and expenses thereof, for one time only, (ii) the date on which costs the Registrable Securities (in the opinion of counsel to each Purchaser and expenses shall include “Blue Sky” fees for acceptable to legal counsel for the Underwriter Company) may be immediately sold without restriction (including without limitation as to volume restrictions by each holder thereof) without registration under the Securities Act (the "REGISTRATION PERIOD"). (iii) If any offering pursuant to a Registration Statement, pursuant to Section 2 hereof, involves an underwritten offering (which may only be with the consent of the Company), each Purchaser shall have the right to select legal counsel and “Blue Sky” filing fees an investment banker or bankers and manager or managers to qualify administer to the Purchase Warrants in those jurisdictions requested by offering, which investment banker or bankers or manager or managers shall be reasonably satisfactory to the HolderCompany.

Mandatory Registration. Solely in (a) Subject to Section 5.4(g) and during the event there is not then a current registration statement concerning period commencing at any time after two (2) years following the resale date hereof, one or more holders of the Registrable SecuritiesSecurities (the "Holders") owning in the aggregate in excess of 50% of the issued and outstanding Registrable Securities may make a written request to the Company for registration (a "Demand Registration") under and in accordance with the provisions of the Securities Act of up to all of the Registrable Securities owned by such Holder or Holders (a "Registration Statement"). Within five (5) business days after receipt of such request, the Company will serve written notice (the "Notice") of such request to all other Holders and will include in such registration all Registrable Securities with respect to which the Company receives written requests for inclusion therein within twenty (20) business days after it gives the Notice to the applicable Holder. Unless the Holder or Holders demanding the Demand Registration shall agree in writing, no other party, including the Company (but excluding another Holder of a Registrable Security) shall be permitted to offer securities under any such Demand Registration. The Company shall use its reasonable best efforts, as expeditiously as practicable, but in no event later than sixty (60) days after receipt of a request from a Holder for a Demand Registration, to prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of with respect to the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable (the "Filing Date") and shall use its reasonable best efforts to cause the Holder Registration Statement to become effective as promptly as possible, and undertake to register in all events within sixty (60) days from the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Filing Date. The Company shall maintain the effectiveness of all Registration Statements then in effect until use its reasonable best efforts to keep such time as a Registration Statement on Form F-3 covering effective until the resale earlier of (i) the date when all of the Registrable Securities has registered thereunder shall have been sold and (ii) the second anniversary of the date on which the Registration Statement is declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice or, with respect to any unsold registered Warrant Shares, one year from the Holder, the Company shall give notice to the other Holders expiration date of the Purchase Warrants advising that if later than such second anniversary (the Company is proceeding with such registration statement and offering "Registration Withdrawal Date"). (b) The Holders are entitled to include therein Purchase Warrants one (1) Demand Registration regardless of such other Holdersthe person or persons making demand. The Company shall not be obligated deemed to have effected a Demand Registration unless and until such Demand Registration is declared effective. (c) If the managing underwriter or underwriters of a Demand Registration (or in the case of a Demand Registration not being underwritten, a majority of the Holders) advise the Company in writing that in its or their opinion the principal amount and/or number of securities proposed to be sold in such Demand Registration exceeds the principal amount and/or number of securities which can be sold in such offering without an adverse effect on such offering, the Company will include in such registration only the number of securities which, in the opinion of such underwriter or underwriters (or Holders, as the case may be) can be sold, selected pro rata among the Holders which have requested to be included in such Demand Registration; provided, that if any Holder has requested to be included in such Demand Registration and all Registrable Securities which such Holder has requested to be included in such Demand Registration pursuant to this Section 5 are not so included, such Holder shall be entitled to an additional Demand Registration hereunder (with all expenses of registration relating to such additional Demand Registration to be borne by the Company) not earlier than six months after such earlier Demand Registration was requested and on the same terms and conditions as would have applied to such Holder had such earlier Demand Registration not been made. (d) If any Demand Registration is an underwritten offering with respect to any issue of Registrable Securities, the Holders of a majority of such other Holder unless Registrable Securities to be included in such other Holder shall accept such offer by notice in writing Demand Registration will select the investment banker or bankers and manager or managers to administer the offering and one counsel to the sellers of such Registrable Securities in such offering; provided, that such investment bankers and managers be of nationally recognized standing and reasonably satisfactory to the Company. (e) In the event that (i) the Registration Statement to be filed by the Company pursuant to Section 5.2(a) above is not filed with the SEC by the Filing Date, (ii) such Registration Statement is not declared effective by the SEC within sixty (60) days from the Filing Date, or (iii) such Registration Statement is not maintained as effective by the Company for the period set forth in Section 5.2(a) above (each a "Registration Default") then the Company will pay each Investor (pro rated on a daily basis), as liquidated damages for such failure and not as a penalty one percent (1%) of the purchase price of shares of Common Stock purchased from the Company and held by the Investor for the first month and two percent (2%) for every month thereafter until such Registration Statement has been filed, and in the event of late effectiveness (in case of clause (ii) above) or lapsed effectiveness (in the case of clause (iii) above), one percent (1%) of the purchase price of shares of Common Stock purchased from the Company and held by the Investor for the first month and two percent (2%) for every month thereafter (regardless of whether one or more such Registration Defaults are then in existence, but without duplication of liquidated damages) until such Registration Statement has been declared effective. Such payment of the liquidated damages shall be made to the Investors in cash, within five (5) calendar days thereafterof demand, provided, however, that the payment of such liquidated damages shall not relieve the Company from its obligations to register the Securities pursuant to this Section. If the Company does not remit the payment to the Investors as set forth above, the Company will pay the Investors' reasonable costs of collection, including attorneys' fees, in addition to the liquidated damages. The registration of the Securities pursuant to this provision shall not affect or limit the Investors' other rights or remedies as set forth in this Agreement. (f) From and after the date of this Agreement, the Company shall use its best efforts not, without the prior consent of the Holders of at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder to have include such Required Registration Statementsecurities in any registration filed under this Section 5.2, and each other Registration Statement required to be filed pursuant to unless under the terms of this Purchase Warrantsuch agreement, declared effective by such holder or prospective holder may include such securities in any such registration only to the SEC as soon as practicable. The Company shall pay extent that the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for inclusion of such securities will not reduce the Underwriter and “Blue Sky” filing fees to qualify amount of the Purchase Warrants in those jurisdictions requested by Registrable Securities of the HolderHolders that are included.

Mandatory Registration. Solely in (a) If, at anytime after June 30, 2006, any Conversion Shares shall not have been registered by DynTek pursuant to Section 5.1 hereof, then Holder shall have the event there is not then right by delivery of notice to DynTek, to request that DynTek effect a current registration statement concerning the resale of the Registrable Securitieson Form S-1, the Company shall prepare or other form then available to DynTek under applicable SEC rules and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement regulations (the “Required Additional Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable), the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other HoldersShares. The Company shall not be obligated date on which DynTek receives such notice is referred to any such other Holder unless such other Holder shall accept such offer by notice in writing to herein as the Company within five (5) days thereafter. The Company “Demand Date.” DynTek shall use its best commercially reasonable efforts to have cause such Required Registration Statement, and each other Additional Registration Statement required to be filed under the Securities Act as promptly as practicable after receipt of notice of such demand, but in any event prior to 30 days following the Demand Date and to cause such Additional Registration Statement to be declared effective under the Securities Act as promptly as practicable, but in any event prior to 90 days following the Demand Date (the “Demand Effective Date”). (b) DynTek shall use its commercially reasonable efforts to keep each Additional Registration Statement effective (pursuant to Rule 415, if available) at all times until such date as is the terms earlier of this Purchase Warrant(i) the date on which all of the Registrable Shares have been sold and (ii) the date on which the Registrable Shares (in the opinion of counsel to Holder and reasonably acceptable to legal counsel for DynTek) may be immediately sold without restriction (including without limitation as to volume restrictions by each holder thereof) without registration under the Securities Act (the “New Registration Period”). (c) If the Registrable Shares are registered for resale under the Securities Act, declared effective by Holder shall cease any distribution of such shares under the SEC as soon as practicable. The Company shall pay the costs and expenses thereofAdditional Registration Statement not more than once in any 12-month period, for one time onlyup to 30 days, which costs and expenses shall include “Blue Sky” fees for counsel upon the request of DynTek if: (x) such distribution would require the public disclosure of material non-public information concerning any transaction or negotiations involving DynTek or any of its affiliates that, in the good faith judgment of DynTek’s Board of Directors, would materially interfere with such transaction or negotiations, (y) such distribution would otherwise require premature disclosure of information that, in the good faith judgment of DynTek’s Board of Directors, would adversely affect or otherwise be detrimental to DynTek or (z) DynTek proposes to file a registration statement under the Securities Act for the Underwriter offering and “Blue Sky” filing fees sale of securities for its own account in an underwritten offering and the managing underwriter therefor shall advise DynTek in writing that in its opinion the continued distribution of the Registrable Shares would adversely affect the offering of the securities proposed to qualify be registered for the Purchase Warrants in those jurisdictions requested by the Holderaccount of DynTek. DynTek shall promptly notify Holder at such time as (i) such transactions or negotiations have been otherwise publicly disclosed or terminated, or (ii) such non-public information has been publicly disclosed or counsel to DynTek has determined that such disclosure is not required due to subsequent events.

Mandatory Registration. Solely in (a) Subject to Section 5.4(g) and during the event there is not then a current registration statement concerning period commencing at any time after two (2) years following the resale date hereof, one or more holders of the Registrable SecuritiesSecurities (the “Holders”) owning in the aggregate in excess of 50% of the issued and outstanding Registrable Securities may make a written request to the Company for registration (a “Demand Registration”) under and in accordance with the provisions of the Securities Act of up to all of the Registrable Securities owned by such Holder or Holders (a “Registration Statement”). Within five (5) business days after receipt of such request, the Company will serve written notice (the “Notice”) of such request to all other Holders and will include in such registration all Registrable Securities with respect to which the Company receives written requests for inclusion therein within twenty (20) business days after it gives the Notice to the applicable Holder. Unless the Holder or Holders demanding the Demand Registration shall agree in writing, no other party, including the Company (but excluding another Holder of a Registrable Security) shall be permitted to offer securities under any such Demand Registration. The Company shall use its reasonable best efforts, as expeditiously as practicable, but in no event later than sixty (60) days after receipt of a request from a Holder for a Demand Registration, to prepare and file with the SEC on one occasion at its sole expense, upon a Registration Statement with respect to the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement Registrable Securities (the “Required Registration StatementFiling Date”) concerning and shall use its reasonable best efforts to cause the resale of Registration Statement to become effective as promptly as possible, and in all of events within sixty (60) days from the Registrable SecuritiesFiling Date. The Required Company shall use its reasonable best efforts to keep such Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, effective until the Company shall register earlier of (i) the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of date when all of the Registrable Securities has registered thereunder shall have been sold and (ii) the second anniversary of the date on which the Registration Statement is declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice or, with respect to any unsold registered Warrant Shares, one year from the Holder, the Company shall give notice to the other Holders expiration date of the Purchase Warrants advising that if later than such second anniversary (the Company is proceeding with such registration statement and offering “Registration Withdrawal Date”). (b) The Holders are entitled to include therein Purchase Warrants one (1) Demand Registration regardless of such other Holdersthe person or persons making demand. The Company shall not be obligated deemed to have effected a Demand Registration unless and until such Demand Registration is declared effective. (c) If the managing underwriter or underwriters of a Demand Registration (or in the case of a Demand Registration not being underwritten, a majority of the Holders) advise the Company in writing that in its or their opinion the principal amount and/or number of securities proposed to be sold in such Demand Registration exceeds the principal amount and/or number of securities which can be sold in such offering without an adverse effect on such offering, the Company will include in such registration only the number of securities which, in the opinion of such underwriter or underwriters (or Holders, as the case may be) can be sold, selected pro rata among the Holders which have requested to be included in such Demand Registration; provided, that if any Holder has requested to be included in such Demand Registration and all Registrable Securities which such Holder has requested to be included in such Demand Registration pursuant to this Section 5 are not so included, such Holder shall be entitled to an additional Demand Registration hereunder (with all expenses of registration relating to such additional Demand Registration to be borne by the Company) not earlier than six months after such earlier Demand Registration was requested and on the same terms and conditions as would have applied to such Holder had such earlier Demand Registration not been made. (d) If any Demand Registration is an underwritten offering with respect to any issue of Registrable Securities, the Holders of a majority of such other Holder unless Registrable Securities to be included in such other Holder shall accept such offer by notice in writing Demand Registration will select the investment banker or bankers and manager or managers to administer the offering and one counsel to the sellers of such Registrable Securities in such offering; provided, that such investment bankers and managers be of nationally recognized standing and reasonably satisfactory to the Company. (e) In the event that (i) the Registration Statement to be filed by the Company pursuant to Section 5.2(a) above is not filed with the SEC by the Filing Date, (ii) such Registration Statement is not declared effective by the SEC within sixty (60) days from the Filing Date, or (iii) such Registration Statement is not maintained as effective by the Company for the period set forth in Section 5.2(a) above (each a “Registration Default”) then the Company will pay each Investor (pro rated on a daily basis), as liquidated damages for such failure and not as a penalty one percent (1%) of the purchase price of shares of Common Stock purchased from the Company and held by the Investor for the first month and two percent (2%) for every month thereafter until such Registration Statement has been filed, and in the event of late effectiveness (in case of clause (ii) above) or lapsed effectiveness (in the case of clause (iii) above), one percent (1%) of the purchase price of shares of Common Stock purchased from the Company and held by the Investor for the first month and two percent (2%) for every month thereafter (regardless of whether one or more such Registration Defaults are then in existence, but without duplication of liquidated damages) until such Registration Statement has been declared effective. Such payment of the liquidated damages shall be made to the Investors in cash, within five (5) calendar days thereafterof demand, provided, however, that the payment of such liquidated damages shall not relieve the Company from its obligations to register the Securities pursuant to this Section. If the Company does not remit the payment to the Investors as set forth above, the Company will pay the Investors’ reasonable costs of collection, including attorneys’ fees, in addition to the liquidated damages. The registration of the Securities pursuant to this provision shall not affect or limit the Investors’ other rights or remedies as set forth in this Agreement. (f) From and after the date of this Agreement, the Company shall use its best efforts not, without the prior consent of the Holders of at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder to have include such Required Registration Statementsecurities in any registration filed under this Section 5.2, and each other Registration Statement required to be filed pursuant to unless under the terms of this Purchase Warrantsuch agreement, declared effective by such holder or prospective holder may include such securities in any such registration only to the SEC as soon as practicable. The Company shall pay extent that the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for inclusion of such securities will not reduce the Underwriter and “Blue Sky” filing fees to qualify amount of the Purchase Warrants in those jurisdictions requested by Registrable Securities of the HolderHolders that are included.

Mandatory Registration. Solely in (a) Within 15 days following the event there is not then a current registration statement concerning the resale of the Registrable SecuritiesEffective Time, the Company Parent shall prepare and file with the SEC on one occasion at its sole expenseSEC, upon a registration statement and such other documents, including a prospectus, as may be necessary in order to comply with the written notice provisions of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, Securities Act so as to permit a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities shares of Parent Common Stock issued as Merger Consideration and the shares of Parent Common Stock underlying the Parent Warrants by the holders thereof ("Holders") for a consecutive period of two years or until the distribution described in the registration statement has been completed, whichever is shorter, provided that, for not more than 30 consecutive trading days (or not more than 60 consecutive trading days if the event giving rise thereto is an acquisition required to be reported in a Current Report on Form S-1 8-K pursuant to Item 2 thereof) or another appropriate form reasonably acceptable to for a total of not more than 90 trading days in any 12 month period, Parent may delay the Holder and undertake to register disclosure of material non-public information concerning Parent (as well as prospectus or registration statement updating) the resale disclosure of which at the time is not, in the good faith opinion of Parent, in the best interests of Parent (an "Allowed Delay"); provided, further, that Parent shall promptly (i) notify the Holders in writing of the Registrable Securities on Form F-3 as soon as such form is availableexistence of (but in no event, provided that without the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all prior written consent of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the HolderHolders, the Company shall give notice Parent disclose to the other Holders any of the Purchase Warrants advising that facts or circumstances regarding) material non-public information giving rise to an Allowed Delay and (ii) advise the Company is proceeding with Holders, in writing to cease all sales under such registration statement and offering to include therein Purchase Warrants until the end of such other Holdersthe Allowed Delay. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company Parent shall use its best efforts to have cause the registration statement to become effective at the earliest possible time. (b) In connection with any registration under this Section 7.10 hereof, Parent covenants and agrees as follows: (i) Parent shall furnish each Holder desiring to sell its securities such Required Registration Statementnumber of prospectuses as shall reasonably be requested. (ii) Parent shall pay all costs (excluding fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of Holder(s)), fees and expenses in connection with all registration statements filed pursuant to this Section 7.10 including, without limitation, Parent's legal and accounting fees, printing expenses and blue sky fees and expenses. (iii) Parent will take all necessary action which may be required in qualifying or registering the securities included in the registration statement for resale under the securities or blue sky laws of such states as are reasonably requested by the Holder(s), provided that Parent shall not be obligated to qualify as a foreign corporation to do business under the laws of any such jurisdiction. (c) Parent hereby agrees that it will indemnify the Holders of the securities to be sold pursuant to any registration statement referred to in clause (a) above and each person, if any, who controls such Holders within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or any other Registration Statement statute, common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained (i) in such registration statement (as from time to time amended and supplemented); (ii) in any post-effective amendment or amendments; or (iii) in any application or other document or written communication (in this Section 7.10 collectively called an "application") executed by Parent or based upon written information furnished by Parent filed in any jurisdiction in order to qualify the above-referenced securities under the securities laws thereof or filed with the SEC, any state securities commission or agency, the American Stock Exchange, the National Association of Securities Dealers, Inc., The Nasdaq Stock Market or any securities exchange, or the omission or alleged omission therefrom of a material fact required to be filed stated therein or necessary to make the statements contained therein not misleading, unless such statement of omission was made in reliance upon and in conformity with written information furnished to Parent by the Company, any Holder or any placement agent on behalf of the Holders expressly for use in such registration statement, any amendment or supplement thereto or any application, as the case may be. The indemnity provided in this Section 7.10(c) is subject to the condition that if any action is brought against any Holder or any controlling person of such Holder in respect of which indemnity may be sought against Parent pursuant to the terms of this Purchase WarrantSection 7.10(c), declared effective by the SEC such Holder or such controlling person shall as soon as practicable. The Company practicable and in no event more than 20 days after the receipt thereby of a summons or complaint notify Parent in writing of the institution of such action and Parent shall pay assume the costs defense of such action, including the employment and payment of reasonable fees and expenses of counsel (which counsel shall be reasonably satisfactory to such Holder or controlling person). Such Holder or controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Holder or controlling person unless the employment of such counsel shall have been authorized in writing by Parent in connection with the defense of such action, Parent shall not have employed counsel to have charge of the defense of such action or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to Parent (in which case Parent shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the fees and expenses of not more than one additional firm of attorneys for such Holder and/or controlling person shall be borne by Parent. Except as expressly provided in the previous sentence, in the event that Parent shall not previously have assumed the defense of any such action or claim, Parent shall not thereafter be liable to such Holder or controlling person in investigating, preparing or defending any such action or claim. Parent hereby agrees promptly to notify all Holders of the commencement of any litigation or proceedings against Parent or any of its officers, directors or controlling persons in connection with the offering and sale of the securities referred to above or in connection with such registration statement. Parent, in the defense of any such action or claim will not, except with the consent of such Holder being indemnified, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested giving by the Holderclaimant or plaintiff to such Holder being indemnified of a full and complete release from all liability in respect of such claim or litigation in form and substance reasonably satisfactory to such Holder being indemnified.

Mandatory Registration. Solely The Company shall use its best efforts to prepare, and, as soon as practicable, but in no event later than the event there is Initial Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3. The Company shall use its best efforts, if the Initial Registration Statement does not then a current registration statement concerning cover all of the resale Required Registration Amount of the Registrable Securities, to prepare, and, as soon as practicable, but in no event later than 5 Business Days following the Company shall prepare and Effective Date of the Initial Registration Statement, file with the SEC an Additional Registration Statement on one occasion at its sole expense, upon Form S-3. The Company shall continue to file Additional Registration Statements in accordance with the written notice provisions of the Holder at any time commencing six (6) months after preceding sentence until the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all Amount of the Registrable SecuritiesSecurities have been registered. The Required Registration Statement In the event that Form S-3 is unavailable for such a registration, the Company shall be on use Form F-3 if SB-2 or such other form as is available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake Required Holders, subject to the provisions of Section 2(d). The Registration Statements prepared pursuant hereto, taken as a whole, shall register for resale at least the resale number of shares of Common Stock equal to the Required Registration Amount as of the Registrable Securities on Form F-3 as soon as such form is available, provided that date the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a final Registration Statement on Form F-3 covering is filed with the resale of all of the Registrable Securities has been declared effective SEC. Each Registration Statement shall contain (except if otherwise directed by the SEC Required Holders) the “Selling Shareholders” and “Plan of Distribution” sections in substantially the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. form attached hereto as Exhibit B. The Company shall use its best efforts to have such Required each of the Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, Statements declared effective by the SEC as soon as practicable, but in no event shall (i) Registration Statements covering at least 50% of the Required Registration Amount of the Registrable Securities be declared effective later than the 50% Effectiveness Deadline and (ii) Registration Statements covering the Required Registration Amount of the Registrable Securities be declared effective later than the 100% Effectiveness Deadline. The By 9:30 am on the first Business Day following each Effective Date, the Company shall pay file with the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for SEC in accordance with Rule 424 under the Underwriter and “Blue Sky” filing fees 1933 Act the final prospectus to qualify the Purchase Warrants be used in those jurisdictions requested by the Holderconnection with sales pursuant to such Registration Statement.

Mandatory Registration. Solely in (a) On or before the event there is not then a current registration statement concerning the resale of the Registrable SecuritiesFiling Deadline, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as Commission a Registration Statement on Form F-3 S-3 as a "shelf" registration statement under Rule 415 covering the resale of at least 4,500,000 shares of Registrable Securities (such number subject to equitable adjustment for the events specified in Section 6 of the Certificate of Designation) then issuable on conversion of the Preferred Shares and exercise of the Warrants. The Registration Statement shall state, to the extent permitted by Rule 416 under the Securities Act, that it also covers such indeterminate number of shares of Common Stock as may be required to effect conversion of the Preferred Shares or exercise of the Warrants, as the case may be, to prevent dilution resulting from stock splits, stock dividends or similar events. The amount of Registrable Securities registered pursuant 3 to this paragraph (a) shall be allocated among the Holder in same proportion as the number of Preferred Shares purchased by each Holder under the Stock Purchase Agreement bears to the aggregate number of Preferred Shares purchased by all of the Holders thereunder; and any increase to the number of Registrable Securities has been declared effective registered pursuant to this Agreement shall be allocated among the Holders in same proportion as the number of Registrable Securities issuable to each Holder upon conversion of the Preferred Shares and exercise of the Warrants held by such Holder at the SEC time of such increase (assuming for such purpose that such conversion or exercise were to occur as of the time of such increase and the prospectus contained therein is available for use. Within ten (10without regard to any restriction or limitation on such conversion or exercise) days after receiving written notice from the Holder, the Company shall give notice bears to the other Holders aggregate number of Registrable Securities issuable to all of the Purchase Holders upon conversion of the Preferred Shares and exercise of the Warrants advising that held by such Holders at the Company is proceeding with such registration statement and offering to include therein Purchase Warrants time of such other Holdersincrease (assuming for such purpose that such conversion or exercise were to occur as of the time of such increase and without regard to any restriction or limitation on such conversion or exercise). The Company shall not be obligated amount of registered Registrable Securities that is allocated to any a Holder as provided herein is referred to herein as such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five Holder's "Allocated Registered Amount". (5b) days thereafter. The Company shall use its best efforts to have such Required cause the Registration Statement to become effective as soon as practicable following the filing thereof, but in no event later than the Registration Deadline. The Company shall respond promptly to any and all comments made by the staff of the Commission on the Registration Statement (but in no event later than ten (10) Business Days following the Company's receipt thereof), and shall submit to the Commission, within one (1) Business Day after the Company learns that no review of the Registration Statement will be made by the staff of the Commission or that the staff of the Commission has no further comments on the Registration Statement, and each other as the case may be, a request for acceleration of the effectiveness of the Registration Statement required to a time and date not later than forty eight (48) hours after the submission of such request, and 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 the Registration Statement and (ii) the date on which all of the remaining Registrable Securities (in the reasonable opinion of counsel to the Holders of a majority of the Registrable Securities then outstanding) 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) If (A) the Registration Statement is not filed on or before the Filing Deadline or 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 (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k) under the Securities Act and other than during a Blackout Period), or (C) the Common Stock is not listed and freely tradeable on the Nasdaq SmallCap Market, the Nasdaq National Market System or the New York Stock Exchange (each of (A), (B) or (C) being referred to herein as a "Default Event"), and the such Default Event occurs as a result of any willful action or willful failure to act on the part of the Company, the Company shall pay to each Holder an amount equal to the lesser of (x) one percent (1%) per thirty calendar day period (prorated for any period of less than thirty calendar days) and (y) the highest rate permitted by applicable law, times the aggregate Liquidation Preference (as defined in the 4 Certificate of Designation) of the Preferred Shares held by such Holder, accruing daily and compounded monthly, from the date on which a Default Event occurs until the date on which such Default Event and any and all other Default Events have been cured and are no longer continuing. The amounts paid or payable by the Company hereunder shall be in addition to any other remedies available to each Holder at law or in equity or pursuant to the terms hereof, any other Transaction Document or the Certificate of this Purchase WarrantDesignation. 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) calendar days, payments shall be made at the end of each thirty-day period. (d) In the event that (A) the Registration Statement is not declared effective by the SEC as soon as practicable. The Company shall pay sixtieth (60th) Business Day following the costs and expenses thereofRegistration Deadline, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for (B) after the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested Registration Statement has been declared effective by the HolderCommission, 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 (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k) under the Securities Act and other than during a Blackout Period), or (C) the Common Stock is not listed and freely tradeable on the Nasdaq SmallCap Market, the Nasdaq National Market System or the New York Stock Exchange (each event described in clause (A), (B) or (C) being hereinafter referred to as a "Repricing Event"), in addition to the amounts which may be payable pursuant to paragraph 2(c) above (and any other remedies available to the Holders), the Fixed Conversion Price (as defined in the Certificate of Designation) for any conversion of Preferred Shares occurring on a Conversion Date (as defined in the Certificate of Designation) following the occurrence of such Repricing Event shall be deemed to be equal to the lesser of (i) the lowest Conversion Price (as defined in the Certificate of Designation) that would have applied had such conversion occurred during the period between the date on which a Repricing Event occurs and the date on which such Repricing Event and any and all other Repricing Events have been cured and are no longer continuing and (ii) the Fixed Conversion Price that would otherwise be in effect on such Conversion Date.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after on the date that this Warrant becomes exercisable and on or before until five (5) years from the fifth anniversary date of the Effective Initial Exercise Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 S-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 S-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include reasonable “Blue Sky” fees for counsel for the Underwriter Placement Agent and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.

Mandatory Registration. Solely in (i) The Company shall use its reasonable best efforts to file by the event there is not then 45th day following the Closing (such date, the “Filing Deadline”), with the SEC, a current registration statement concerning on Form S-1 or such other SEC form which the Company is eligible to use with respect to the resale from time to time, whether underwritten or otherwise, of the Registrable Securities by the Holders. The Company shall use Form S-3, if it is then eligible to use Form S3. The Company shall use its reasonable best efforts to promptly respond to all SEC comments, if any, related to such registration statement but in any event within two (2) weeks of the receipt thereof, and shall use its reasonable best efforts to obtain all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all of the Holders’ Registrable Securities, including causing such registration statement to be declared effective by the SEC as soon as practicable after filing and no later than the Effectiveness Deadline. The Company shall use its reasonable best efforts to maintain the effectiveness of the registration effected pursuant to this Section 2.1(b) at all times. The registration contemplated by this Section 2.1(b) is referred to herein as the “Mandatory Registration.” The Mandatory Registration shall be filed with the SEC in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect) (a “Shelf Registration”). So long as any such Shelf Registration is effective as required herein and in compliance with the Securities Act and is usable for resale of Registrable Securities, the Holders shall be entitled to demand any number of takedowns (including underwritten takedowns) provided that (i) the Registrable Securities requested to be included in such underwritten takedown constitute at least 25% of the Registrable Securities then outstanding or (ii) the anticipated aggregate offering price based on the then-current market prices, net of underwriting discounts and commissions, would exceed $2,500,000 from the Shelf Registration. In connection with any such takedown, the Company shall prepare take all customary and file reasonable actions that the Company would take in connection with an underwritten registration pursuant to Section 2.1(a) or Section 2.3 (including, without limitation, all actions referred to in Section 2.5 necessary to effectuate such sale in the SEC on one occasion manner determined by the Holders of at its sole expense, upon the written notice least a majority of the Holder at any time commencing six Registrable Securities to be included in such underwritten takedown). The Company shall use its reasonable best efforts to cause the registration statement or statements filed hereunder to remain effective until such date (6the “Shelf Termination Date”) months after that is the earlier of (i) the date on which all Registrable Securities included in the registration statement shall have been sold or shall have otherwise ceased to be Registrable Securities and (ii) the date that this Warrant becomes exercisable all Registrable Securities covered by such registration statement may be sold without volume or manner of sale restrictions under Rule 144 (after taking into account any Holder’s status as an Affiliate of the Company) for purposes of Rule 144 and without the requirement for compliance by the Company with the current public information requirements under Rule 144(c)(1) or, if applicable, Rule 144(i)(2), as determined by counsel to the Company (the “Effectiveness Period”). In the event the Mandatory Registration must be effected on Form S-1 or before any similar long-form registration as the fifth anniversary date Company may elect or is required to use, such registration shall nonetheless be filed as a Shelf Registration and the Company shall use all reasonable best efforts to keep such registration current and effective, including by filing periodic post-effective amendments to update the information therein, including the financial statements contained in such registration statement in accordance with Regulation S-X promulgated under the Securities Act until the Shelf Termination Date. The Company shall not include in the Mandatory Registration any securities which are not Registrable Securities without the prior written consent of the Holders of at least a majority of the Registrable Securities included in such registration. The Company shall request effectiveness of a Registration Statement as of 5:00 P.M. New York City time on a Business Day. The Company shall promptly notify the Holders via facsimile or electronic mail in a “.pdf” format data file of the effectiveness of a Registration Statement within one (1) Business Day of the Effective Date. The Company shall, by 9:30 A.M. New York City time on the first Business Day after the Effective Date, file a final Prospectus with the Commission, as required by Rule 424(b). (ii) Notwithstanding the registration obligations set forth in this Section 2.1(b), in the event the SEC informs the Company that all of the Registrable Securities then outstanding cannot, as a result of the application of Rule 415 of the Securities Act, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (A) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the initial registration statement as required by the SEC and/or (B) withdraw the “Required Registration Statement”) concerning initial registration statement and file a new registration statement, in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form X-0, Xxxx X-0 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, 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 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. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities or other shares of Common Stock permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), the number of Registrable Securities or other shares of Common Stock to be registered on such registration statement will be reduced on a pro rata basis. In the event the Company amends the initial registration statement or files a new registration statement, as the case may be, under clauses (A) or (B) above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form X-0, Xxxx X-0 or such other form available to the Company 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. (iii) If: (A) the initial registration statement required to be filed pursuant to Section 2.1(b) is not filed with the SEC on or prior to the Filing Deadline, or (B) the initial registration statement required to be filed pursuant to Section 2.1(b) is not declared effective by the SEC (or otherwise does not become effective) for any reason on or prior to the Effectiveness Deadline (any such failure an “Event,” and the date on which such Event occurs, an “Event Date” for purposes of this Section 2.1(b)(iii)), then in addition to any other rights the Holders may have hereunder or under applicable law, on each Event Date the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty (“Liquidated Damages”) equal to 1% of the purchase price paid in cash for any Registrable Securities held by such Holder on the Event Date, and on the thirtieth (30th) calendar day following such Event Date equal to 2% of the purchase price paid in cash for any Registrable Securities held by such Holder on the Event Date, if such registration statement has not been filed or declared effective, as applicable, on or before such date. The Required parties agree that notwithstanding anything to the contrary herein or in the Investment Agreement, no Liquidated Damages shall be payable if as of the relevant Event Date, the Registrable Securities may be sold by non-affiliates without volume or manner of sale restrictions under Rule 144 and the Company is in compliance with the current public information requirements under Rule 144(c)(1) (or Rule 144(i)(2), if applicable), as determined by counsel to the Company. The Effectiveness Deadline for a Registration Statement shall be extended without default or Liquidated Damages hereunder in the event that the Company’s failure to obtain the effectiveness of the registration statement on a timely basis results from the failure of an Investor to timely provide the Company with information requested by the Company and necessary to complete the registration statement in accordance with the requirements of the Securities Act (in which case the Effectiveness Deadline would be extended). (iv) In the event that Form F-3 if S-3 is not available for such a the registration and if unavailableof the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and (ii) undertake to register the resale of the Registrable Securities on Form F-3 as soon as S-3 promptly after such form is available, provided that the Company shall maintain the effectiveness of all the Registration Statements Statement then in effect until such time as a Registration Statement on Form F-3 S-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderCommission.

Mandatory Registration. Solely in (a) On or before the event there is not then a current registration statement concerning the resale of the Registrable SecuritiesFiling Deadline, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as Commission a Registration Statement on Form F-3 S-3 as a "shelf" registration statement under Rule 415 covering the resale of all the number of shares of Registrable Securities equal to the Reserved Amount (as defined in the Securities Purchase Agreement). The Registration Statement shall state, to the extent permitted by Rule 416 under the Securities Act, that it also covers such indeterminate number of shares of Common Stock as may be required to effect conversion of the Registrable Securities has been declared effective by the SEC Preferred Shares and the prospectus contained therein is available for use. Within ten Warrants in order to prevent dilution resulting from stock splits, stock dividends or similar events. (10b) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required cause the Registration Statement to become effective as soon as practicable following the filing thereof, but in no event later than the Registration Deadline. The Company shall respond promptly to any and all comments made by the staff of the Commission on the Registration Statement (but in no event later than fifteen (15) Business Days following the Company's receipt thereof), and shall submit to the Commission, within three (3) Business Days after the Company learns that no review of the Registration Statement will be made by the staff of the Commission or that the staff of the Commission has no further comments on the Registration Statement, and each other as the case may be, a request for acceleration of the effectiveness of the Registration Statement required to a time and date not later than forty eight (48) hours after the submission of such request. 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 the Registration Statement and (ii) the date on which all of the remaining Registrable Securities (in the reasonable opinion of counsel to the Holders) 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 period beginning on the Registration Deadline and ending on the earlier of such dates being referred to herein as the "Registration Period"). ------------------- (c) If (A) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the thirtieth (30/th/) day following 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 (other than during a Blackout Period or with respect to such Registrable Securities as are then freely saleable pursuant to Rule 144(k) under the Securities Act), or (C) the Common Stock is not listed and freely tradeable on the Nasdaq National Market, the Nasdaq SmallCap Market, the American Stock Exchange or the New York Stock Exchange (each of (A), (B) or (C) being referred to herein as a "Default ------- Event"), the Company shall pay to each Holder an amount equal to the lesser of ----- (x) one and one half percent (1.5%) per thirty calendar day period (prorated for any period of less than thirty calendar days) and (y) the highest rate permitted by applicable law, times the Stated Value of the Preferred Shares then held by ----- such Holder, accruing daily and compounded monthly, from the date on which a Default Event occurs until the date on which such Default Event and any and all other Default Events have been cured and are no longer continuing. The amounts paid or payable by the Company hereunder shall be in addition to any other remedies available to each Holder at law or in equity or pursuant to the terms hereof or the Securities Purchase Agreement, or otherwise. Payments of this Purchase Warrantsuch amounts pursuant hereto shall be made in immediately available funds within five (5) Business Days after the end of each period that gives rise to such obligation, declared effective by provided that, if any such period extends for more than thirty (30) days, payments shall be made at the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holderend of each thirty-day period.

Mandatory Registration. Solely in (a) The Company agrees to file with the event there is not then SEC a current registration statement concerning to register under and in accordance with the provisions of the Securities Act, the resale of the Purchaser’s Registrable Securities, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be Securities on Form F-3 or Form F-1, which shall be the sole decision of the Company (which shall be filed pursuant to Rule 415 under the Securities Act as a secondary-only registration statement), if available the Company is then eligible for such a short form, or any similar or successor short form registration and or, if unavailable, the Company shall is not then eligible for such short form registration or would not be able to register the for resale all of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities F-3, on Form F-3 as soon as such F-1 or any similar or successor long form is available, provided that registration (the Company shall maintain the effectiveness of all “Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafterStatement”). The Company shall use its best commercially reasonable efforts to have such Required Registration Statement, and each other the Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicablepracticable after the filing thereof, but no later than ninety (90) calendar days after the Closing Date (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to one hundred and twenty (120) calendar days after the Closing Date if the Registration Statement is reviewed by, and receives comments from, the SEC; provided, further, that the Company’s obligations to include the Purchaser’s Registrable Securities in the Registration Statement are contingent upon the Purchaser’s furnishing in writing to the Company such information regarding the Purchaser, the Registrable Securities held by the Purchaser and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Company to effect the registration of the Registrable Securities, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling shareholder in similar situations. The Company will provide a draft of the Registration Statement to the Purchaser for review at least two (2) Business Days in advance of filing the Registration Statement. In no event shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for Purchaser be identified as a statutory underwriter in the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions Registration Statement unless requested by the HolderSEC. (b) Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the Registrable Securities proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 under the Securities Act for the resale of the Registrable Securities by the Purchaser or otherwise, such Registration Statement shall register for resale such number of Purchaser which is equal to the maximum number of the Securities as is permitted by the SEC. In such event, the number of the Registrable Securities to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders; provided that the Securities of the Investors and Holders (as defined in the Fourth Amended and Restated Shareholders Agreement of the Company dated July 25, 2019 (the “Shareholders Agreement”) shall all be included in such Registration Statement pursuant to the terms of the Shareholders Agreement before the inclusion of the Registrable Securities to be registered for the Purchaser. (c) The Company will use its commercially reasonable efforts to maintain the continuous effectiveness of the Registration Statement for a period of ninety (90) days after the effectiveness of the Registration Statement or such shorter period upon which the Purchaser has notified the Company that its Registrable Securities have actually been sold. The period of time during which the Company is required hereunder to keep a Registration Statement effective is referred to herein as the “Registration Period.” The Company will use its commercially reasonable efforts to (i) cause the removal of all restrictive legends from any Purchased Shares being sold under the Registration Statement no later than ten (10) Business Days after the effectiveness thereof, subject to the requirements under applicable securities Laws and/or from the Company’s depositary bank administering the relevant ADS program, or pursuant to Rule 144 under the Securities Act (“Rule 144”) at the time of sale of such Registrable Securities and, at the request of the Purchaser, cause the removal of all restrictive legends from any Registrable Securities held by the Purchaser that may be sold by the Purchaser without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions, and (ii) cause its legal counsel to deliver the necessary legal opinions, if any, to the transfer agent in connection with the instruction under subclause (i) upon the receipt of such supporting documentation, if any, as reasonably requested by such counsel. For the avoidance of doubt, nothing in the immediately preceding sentence shall relieve the Company of any obligations under Section 5.7 of this Agreement. The Company will use commercially reasonable efforts to file all reports, and provide all customary and reasonable cooperation, reasonably necessary to enable the Purchaser to resell Registrable Securities pursuant to the Registration Statement or Rule 144, as applicable, qualify the Registrable Securities for listing on the applicable stock exchange and update or amend the Registration Statement as necessary to include Registrable Securities. (d) For purposes of this Annex, “Registrable Securities” shall mean the Purchased Shares and the Warrant Shares (if any) (whether held in the form of ADSs or Ordinary Shares), including any ADSs or Ordinary Shares issuable with respect to the Purchased Securities by way of a dividend, share split or other distribution, or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization; provided that such Registrable Securities shall not be considered to be Registrable Securities (i) at any time that (but only during such time as) such security is eligible to be sold pursuant to Rule 144 without condition or restriction, including without any limitation as to volume of sales, and without the Purchaser complying with any method of sale requirements or notice requirements under Rule 144, or (ii) if such Securities have been sold pursuant to an effective registration statement or in compliance with Rule 144 or other exemptions from registration; provided, further, that paragraph 1(a) (Mandatory Registration) of this Annex A shall not be available to the Purchaser with respect to the Warrant Shares (if any).

Mandatory Registration. Solely in A. On or prior to the event there is not then a current registration statement concerning the resale of the Registrable SecuritiesRequired Filing Date, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, Commission a required registration statement (the “Required resale” Registration Statement”) concerning Statement providing for the resale of all of the Registrable SecuritiesSecurities for an offering to be made on a continuous basis pursuant to Rule 415. The Required Registration Statement shall be on Form F-3 S-1 (except if available the Company is then eligible to register for resale the Registrable Securities on another Form, such Registration Statement may be on such other appropriate form, in accordance herewith and with the Securities Act and the rules promulgated thereunder). Such Registration Statement 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 Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) 36 months after the Closing Date (the “Effectiveness Period”). The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a registration and if unavailabledate (the “Required Effective Date”) which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) two hundred ten (210) days after the Closing Date. The Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the Effective Date, but the Investor acknowledges that the SEC determines the time of the effectiveness of the Registration Statement. B. [Reserved] C. Notwithstanding anything to the contrary set forth in this Section 2, in the event the Commission does not permit the Company to register all of the Registrable Securities in the Registration Statement because of the Commission’s application of Rule 415 or the Commission requires the Company to either exclude shares held by certain Holders or deem such Holders to be underwriters with respect to their Registrable Securities, the Company shall register in the resale Registration Statement such number of Registrable Securities as is permitted by the Commission without naming such Holder as an underwriter (unless such Holder agrees to be named as an underwriter); provided, however, that the number of Registrable Securities to be included in such Registration Statement or any subsequent registration statement shall be determined in the following order: (i) first, the shares of Common Stock issuable upon conversion of the Registrable Securities Preferred Stock shall be registered on Form S-1 or another appropriate form reasonably acceptable to a pro rata basis among the Holder holders of the Preferred Stock, and undertake (ii) second, the shares of Common Stock issuable upon exercise of the Warrants shall be registered on a pro rata basis among the holders of the Warrants. In the event the Commission does not permit the Company to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by in the SEC and initial Registration Statement, then except as the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the HolderHolders of such excluded Registrable Securities may otherwise agree, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required file subsequent Registration Statements to register the Registrable Securities that were not registered in the initial Registration Statement, as promptly as possible and each other Registration Statement required to be filed pursuant to in a manner permitted by the terms Commission. For purposes of this Purchase WarrantSection 2(a)(i)(C), declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include term “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the Company shall prepare (a) PetroQuest covenants and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date agrees that this Warrant becomes exercisable and on or before 30 days after the fifth anniversary date Closing Date, PetroQuest will cause to be filed pursuant to Rule 415 of the Effective Date, Securities Act a required registration statement Shelf Registration Statement on Form S-3 (the “Required Shelf Registration Statement”) concerning as to the resale of all of the Registrable SecuritiesShares, naming MBL as a selling stockholder. The Required PetroQuest shall use its commercially reasonable best efforts to have such Shelf Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 declared effective as soon as reasonably practicable after such form is availablefiling, provided and to keep such Shelf Registration Statement continuously effective until two years following the Closing Date; provided, however, that the Company shall maintain PetroQuest may voluntarily suspend the effectiveness of all Registration Statements then in effect until such time as a Shelf Registration Statement on Form F-3 covering for a limited time, which in no event shall be longer than 90 days, if PetroQuest has been advised by counsel or underwriters to PetroQuest that the resale of all offering of the Registrable Securities has been Shares pursuant to the Shelf Registration Statement would adversely affect, or would be improper in view of (or improper without disclosure in a prospectus), a proposed financing, a reorganization, recapitalization, merger, consolidation, or similar transaction involving PetroQuest, in which case PetroQuest shall be required to keep such Shelf Registration Statement effective for an additional period of time beyond two years following the Closing Date equal to the number of days the effectiveness thereof is suspended pursuant to this proviso. If any event occurs that would cause the Shelf Registration Statement to contain a material misstatement or omission or not to be effective and usable during the period that such Shelf Registration Statement is required to be effective and usable, PetroQuest shall promptly file an amendment to the Shelf Registration Statement and use its best efforts to cause such amendment to be declared effective by the SEC as soon as practicable thereafter. MBL shall furnish PetroQuest such information regarding its holdings and the prospectus proposed manner of distribution thereof as PetroQuest may reasonably request and as shall be required in connection with the Shelf Registration Statement. Notwithstanding any provision contained therein is available for use. Within ten (10) days after receiving written notice from herein to the Holdercontrary, PetroQuest’s obligation to include, or continue to include, the Company Shares in the Shelf Registration Statement pursuant to this Agreement shall give notice terminate to the extent the Shares are eligible for resale under Rule 144(k) promulgated under the Securities Act. (b) All costs and expenses of any registration and qualification pursuant to this Agreement shall be borne by PetroQuest. Such costs and expense shall include, without limitation, the fees and expenses of counsel for PetroQuest and of its accountants, all other Holders costs, fees and expenses of PetroQuest incident to the preparation, printing and filing under the Securities Act of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering all amendments on supplements thereto, the cost of furnishing copies of each preliminary prospectus, each final prospectus and each amendment or supplement thereto to include therein Purchase Warrants underwriters, dealers and other purchasers of such other Holdersthe Shares and the costs and expenses (including fees and disbursements of counsel) incurred in connection with the qualification of the Shares under the securities laws of various jurisdictions. The Company Notwithstanding the foregoing, PetroQuest shall not be obligated to bear any fees, or expenses for counsel or other advisors to MBL or any underwriting fees, discounts or commissions or brokerage fees allocable to the registration or qualification of the Shares. (c) In the case of any registration or qualification pursuant to this Agreement, PetroQuest will keep MBL advised in writing as to the initiation of proceedings for such registration and qualification and as to the completion thereof, and will advise MBL, upon request, of the progress of such proceeding. (d) At PetroQuest’s expense, PetroQuest will keep each registration and qualification under this Agreement effective (and in compliance with the Securities Act) by such action as may be necessary or appropriate for a period of two years after the Closing Date, including, without limitation, the filing of post-effective amendments and supplements to any registration statement or prospectus necessary to keep the registration statement current and the further qualification under any applicable state securities laws to permit such sale or distribution, all as reasonably requested by MBL. PetroQuest will immediately notify MBL, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. (e) In connection with any registration of the Shares, PetroQuest will provide a transfer agent and registrar for the Shares not later than the effective date of such registration statement. (f) In connection with any registration of the Shares, PetroQuest will, if requested by the underwriters for any Shares included in such registration, enter into an underwriting agreement with such underwriters for such offering, such agreement to contain such representations and warranties by PetroQuest and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, provisions relating to indemnification and contribution. MBL shall be party to any such underwriting agreement, and the representations and warranties by, and the other Holder unless agreements on the part of, PetroQuest to and for the benefit of such underwriters shall also be made to and for the benefit of MBL. (g) In connection with the preparation and filing of the registration statement registering the Shares, PetroQuest will give MBL and its underwriter, if any, and their respective counsel and accountants (at their sole expense), the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of PetroQuest with its officers, its counsel and the independent public accountants who have certified its financial statements, as shall be necessary, in the opinion of MBL or such underwriters or their respective counsel, in order to conduct a reasonable and diligent investigation within the meaning of the Securities Act. Without limiting the foregoing, each registration statement, prospectus, amendment, supplement or any other Holder document filed with respect to a registration under this Agreement shall accept be subject to a reasonable review and comment period by MBL registering Shares in such offer registration and by notice its counsel. (h) PetroQuest will, at the expense of PetroQuest, furnish to MBL such number of registration statements, prospectuses, offering circulars and other documents incident to any registration or qualification referred to in this Agreement as MBL from time to time may reasonably request. (i) (A) PetroQuest agrees to indemnify, to the extent permitted by law, MBL and its officers, directors, stockholders, employees, agents and representatives, and any other person deemed to control MBL within the meaning of the Securities Act against all losses, claims, damages, liabilities and expenses caused by (i) any violation or alleged violation by PetroQuest of the Securities Act, the Exchange Act or any other federal or state securities law, rule or regulation applicable to PetroQuest or (ii) any untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to PetroQuest by MBL expressly for use therein or by MBL’s failure to deliver a copy of the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holderregistration statement or prospectus or any amendments or supplements thereto.

Mandatory Registration. Solely in Pursuant to the event there is not then a current registration statement concerning the resale terms of the Registrable Securitiesthis Section 2(a), the Company shall will prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering with the resale of SEC, registering all of the Registrable Securities has been declared effective by for resale promptly within ninety (90) days of written demand of the SEC Purchaser. To the extent allowable under the Securities Act and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the HolderRules promulgated thereunder, the Company Registration Statement shall give notice to include the other Holders Registrable Securities of the Purchase Agreement (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions, or (ii) by reason of changes in the exercise price of the Warrants advising that or the Company is proceeding Conversion Price of the Notes in accordance with such registration statement and offering to include therein Purchase Warrants of such other Holdersthe terms thereof. The Company number of shares of Common Stock initially included in such Registration Statement shall not include One Hundred Percent (100%) of the number of Registrable Securities that are issued on the Closing Date and issuable upon exercise of the Warrants as of the Closing Date. The Registration Statement (and each amendment or supplement thereto) shall be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing provided to, and subject to the Company within five (5) days thereafterreasonable approval of, the Purchaser and its counsel. The Company shall use its best efforts to have cause such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable after the Company meets all requirements to file a Form S-3 and as soon as practicable after filing and in any event no later than sixty (60) days after the Company meets all requirements to file a Form S-3. Additionally, if the SEC reviews the Registration Statement and requires the Company to make modifications thereto, then it will use its best efforts to have the Registration Statement declared effective as soon as practicable. The In the event that after the Closing Date and before the Registration Statement is filed, the offices of the SEC are closed due to acts of God, war or terror, then the filing deadline will be extended by a number of days equal to the days of any such closure. Such best efforts shall include, but not be limited to, promptly responding to all comments received from the staff of the SEC. Should the Company receive notification from the SEC that the Registration Statement will receive no action or no review from the SEC, the Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees cause such Registration Statement to qualify the Purchase Warrants in those jurisdictions requested become effective within five (5) business days of such SEC notification. Once declared effective by the HolderSEC, the Company shall cause such Registration Statement to remain effective throughout the Registration Period.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the (i) The Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable Securities and on or before the fifth anniversary date of the Effective Date, a required registration statement Exchange Commission (the “Required Registration StatementCommission”) concerning not later than the 60th day (the “Filing Date”) after the Closing Date under the Purchase Agreement a Registration Statement or Registration Statements (as necessary) on Form SB-2 covering the resale of all of the Registrable Securities, in an amount sufficient to cover the resale of the BATL Shares and the shares issuable upon exercise of the Warrant. The Required Registration Statement shall be on In the event that Form F-3 if available SB-2 is unavailable and/or inappropriate for such a registration and if unavailableregistration, the Company shall use such other form as is available and appropriate for such a registration. Any Registration Statement prepared pursuant hereto shall register the for resale at least that number of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable shares of Common Stock equal to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafterShares. The Company shall use its best efforts to have such Required Registration Statement, and each other cause the Registration Statement required to be filed pursuant declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the terms of this Purchase Warrant240th day after the Filing Date (such day referred to herein as the “Effective Date”); provided that, if the Registration Statement is not filed by the Filing Date or declared effective by the SEC Effective Date (each a “Penalty Event”) then the Company shall issue a Penalty Warrant to the Purchaser per 30-day period following the Penalty Event that the Registration Statement has not been filed and/or that the Effective Date has not occurred. Each such Penalty Warrant shall be due within five days of the end of each 30-day period. The Registration Statement shall be appropriately revised, and/or amended promptly following each such 30-day period, as soon as practicable. appropriate, to include for resale any additional shares issuable upon exercise of such Penalty Warrants. (ii) The Company shall pay use its best efforts to keep each Registration Statement effective pursuant to Rule 415 at all times until such date as is the costs earlier of (i) the date on which all of the Registrable Securities have been sold and expenses thereof, for one time only, (ii) the date on which costs the Registrable Securities (in the opinion of counsel to each Purchaser and expenses shall include “Blue Sky” fees for acceptable to legal counsel for the Underwriter Company) may be immediately sold without restriction (including without limitation as to volume restrictions by each holder thereof) without registration under the Securities Act (the “Registration Period”). (iii) If any offering pursuant to a Registration Statement, pursuant to Section 2 hereof, involves an underwritten offering (which may only be with the consent of the Company), each Purchaser shall have the right to select legal counsel and “Blue Sky” filing fees an investment banker or bankers and manager or managers to qualify administer to the Purchase Warrants in those jurisdictions requested by offering, which investment banker or bankers or manager or managers shall be reasonably satisfactory to the HolderCompany.

Mandatory Registration. Solely in The Company agrees that, within fifteen (15) calendar days following the event there is not then Closing Date (the “Filing Deadline”), the Company will file with the SEC (at the Company’s sole cost and expense) a current registration statement concerning on appropriate form registering the resale of the full amount of Shares, Pre-Funded Warrant Shares and Warrant Shares (and any other equity security issued or issuable with respect to the Shares, Pre-Funded Warrant Shares and Warrant Shares by way of share split, dividend, distribution, recapitalization, merger, exchange, or replacement, the “Registrable Securities”) and naming the Purchaser as a selling shareholder thereunder (the “Registration Statement”), and the Company shall prepare and file with use its commercially reasonable efforts to have the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months Registration Statement declared effective as soon as practicable after the date that this Warrant becomes exercisable and on or before filing thereof, but in any event no later than thirty (30) calendar days after the fifth anniversary date of the Effective Date, a required registration statement Closing Date (the “Required Registration StatementEffectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to sixty (60) concerning calendar days after the resale filing of all of the Registrable Securities. The Required such Registration Statement shall be on Form F-3 if available for such a registration Registration Statement is reviewed by, and if unavailablecomments thereto are provided from, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is availableSEC; provided, provided further that the Company shall maintain have the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering declared effective within three (3) Business Days after the resale of all date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Registrable Securities SEC (the “Staff”) that the Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall provide a draft of the Registration Statement to Purchaser at least five (5) Business Days in advance of the date of filing the Registration Statement with the SEC (the “Filing Date”), and Purchaser shall provide any comments on the Registration Statement to the Company no later than two (2) Business Days immediately preceding the Filing Date. Upon notification by the SEC that any Registration Statement has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten SEC, within two (102) days after receiving written notice from the HolderBusiness Day thereafter, the Company shall give notice to file the other Holders final prospectus under Rule 424 of the Purchase Warrants advising Securities Act. In no event shall the Purchaser be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the Company is proceeding with SEC requests that Purchaser be identified as a statutory underwriter in the Registration Statement, Purchaser will have the option, in its sole and absolute discretion, to either (i) have the opportunity to withdraw from the Registration Statement, in which case the Company’s obligation to register the Registrable Securities will be deemed satisfied or (ii) be included as such registration statement and offering in the Registration Statement. Subject to any comments from the SEC, such Registration Statement shall include therein Purchase Warrants the plan of such distribution attached hereto as Exhibit A. Such Registration Statement shall not include any shares of Common Stock or other Holderssecurities for the account of any other holder without the prior written consent of the Purchaser. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer notify the Purchaser by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statementfacsimile or e-mail as promptly as practicable, and each other in any event, within twenty-four (24) hours, after the Registration Statement required is declared effective or is supplemented and shall provide the Purchaser with copies of any related prospectus to be filed pursuant to used in connection with the terms sale or other disposition of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holdersecurities covered thereby.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the (i) The Company shall use its best efforts to prepare and file with the SEC Commission not later than the Filing Date a Registration Statement or Registration Statements (as necessary) on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning Form S-3 covering the resale of all of the Registrable Securities. The Required Registration Statement shall be on In the event that Form F-3 if available S-3 is unavailable and/or inappropriate for such a registration and if unavailableregistration, the Company shall use such other form as is available and appropriate for such a registration. Any Registration Statement prepared pursuant hereto shall register the for resale at least that number of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable shares of Common Stock equal to the Holder and undertake Shares. The Company shall cause the Registration Statement to register be declared effective under the resale of Securities Act as promptly as possible after the Registrable Securities on Form F-3 as soon as such form is availablefiling thereof, but in any event prior to the Effectiveness Date, provided that if the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been is not declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the HolderEffectiveness Date, the Company shall give notice pay to the other Holders each Purchaser an amount equal to one percent (1%) of the Purchase Warrants advising purchase price paid for the Shares purchased by such Purchaser. Thereafter, for every 30 days that pass without the Registration Statement being declared effective after the Effectiveness Date, the Company is proceeding with shall pay to such registration statement and offering Purchaser an additional amount equal to include therein Purchase Warrants one percent (1%) of the purchase price paid for the Shares purchased by such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five Purchaser. (5ii) days thereafter. The Company shall use its best efforts to keep each Registration Statement effective pursuant to Rule 415 at all times until such date as is the earlier of (i) the date on which all of the Registrable Securities have been sold and (ii) the date on which the Registrable Securities (in the opinion of counsel to the Purchasers) may be immediately sold without restriction (including without limitation as to volume by each holder thereof) without registration under the Securities Act (the "Registration Period"). (iii) If any offering pursuant to a Registration Statement pursuant to Section 2 hereof involves an underwritten offering (which may only be with the consent of the Company), the Purchasers shall have the right to select legal counsel and an investment banker or bankers and manager or managers to administer the offering, which investment banker or bankers or manager or managers shall be reasonably satisfactory to the Company. (iv) Notwithstanding the foregoing, if the Company shall furnish to the Purchasers a certificate signed by the President or Chief Executive Officer of the Company (a "Demand Deferral Notice") stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such Required Registration Statement to be filed and it is therefore essential to defer the filing of such Registration Statement, and each other then the Company shall have the right to defer such filing for a period of not more than 30 days after the 30th day after the Closing Date; provided, however, that the Company may not utilize this right more than once in any 12-month period. (v) If Registrable Securities are registered for sale under the Securities Act, the Purchasers shall cease any distribution of such shares under the Registration Statement required not more than twice in any 12-month period, for up to 15 days each, upon the request of the Company if: (x) such distribution would require the public disclosure of material non-public information concerning any transaction or negotiations involving the Company or any of its affiliates that, in the good faith judgment of the Company's Board of Directors, would materially interfere with such transaction or negotiations, or (y) such distribution would otherwise require premature disclosure of information that, in the good faith judgment of the Company's Board of Directors, would adversely affect or otherwise be filed pursuant detrimental to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicableCompany. The Company shall pay promptly notify the costs and expenses thereofPurchasers at such time as (i) such transactions or negotiations have been otherwise publicly disclosed or terminated, for one time only, which costs and expenses shall include “Blue Sky” fees for or (ii) such non-public information has been publicly disclosed or counsel for to the Underwriter and “Blue Sky” filing fees Company has determined that such disclosure is not required due to qualify the Purchase Warrants in those jurisdictions requested by the Holdersubsequent events.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and file with the SEC on one occasion at its sole expenseSEC, upon no later than thirty (30) calendar days after the written notice Closing Date, an amendment to the Form S-1 Registration Statement, or a new Registration Statement if required, covering a sufficient number of shares of Common Stock for the Initial Investors into which is not more than $3,800,000 of Debentures in the total offering would be convertible. In the event the amendment is not filed within thirty (30) calendar days after the Closing Date, then in such event the Company shall pay the Investor 2% of the Holder face amount of each Debenture for each 30 day period, or portion thereof, after 30 days following the Closing Date that the Registration Statement is not filed. The Investor is also granted additional Piggyback registration rights on any other Registration Statement filings made by the Company. Such Registration Statement shall state that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from Stock splits, or stock dividends). If at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before number of shares of Common Stock into which the fifth anniversary date Debenture may be converted exceeds the aggregate number of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale shares of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailableCommon Stock then registered, the Company shall register shall, within ten (10) business days after receipt of written notice from any Investor, either (i) amend the resale of Registration Statement filed by the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable Company pursuant to the Holder and undertake 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 resale of the Registrable Securities on Form F-3 as soon as Debenture may be converted, or (ii) if such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form S- 1 to register the shares of Common Stock into which the Debenture may be converted that exceed the aggregate 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 prospectus contained therein Registration Statement is available for usefiled. Within ten Failure of the Company to make payment within said 5 business days shall be considered a default. The Company acknowledges that its failure to file with the SEC, said Registration Statement no later than thirty (1030) days after receiving written notice from the HolderClosing Date will cause the Initial Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the Company shall give notice parties agree that it is appropriate to the other Holders of the Purchase Warrants advising include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the Company is proceeding with liquidated damages provision set forth in this section represents the parties' good faith effort to qualify such registration statement damages and, as such, agree that the form and offering to include therein Purchase Warrants amount of such other Holdersliquidated damages are reasonable and will not constitute a penalty. The Company payment of liquidated damages shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to relieve the Company within five (5) days thereafter. The Company shall use from its best efforts obligations to have such Required Registration Statement, register the Common Stock and each other Registration Statement required to be filed deliver the Common Stock pursuant to the terms of this Purchase WarrantAgreement, declared effective by the SEC as soon as practicable. The Company shall pay Subscription Agreement and the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderDebenture.

Mandatory Registration. Solely in If Requisite Holders shall give written notice to the event there is not then Company at any time within the period (the "Registration Period") commencing after the consummation of the Offering and terminating at the expiration of the earliest to occur of (a) the sale of all the Registrable Securities pursuant to a current registration statement concerning filed in connection with the resale registration rights set forth in this Agreement or (b) the receipt by the holder(s) of opinion(s) from counsel that the Registrable Securities may be publicly sold pursuant to Rule 144(k) of the Rules and Regulations of the Act and applicable state securities registration requirements without any limitation on the amount of Registrable SecuritiesSecurities sold, to the effect that such Holder contemplates the transfer of all or any part of his or her Registrable Securities under such circumstances that a public distribution (within the meaning of the Act) of Registrable Securities will be involved, then within one hundred and twenty (120) days after receipt of such notice, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at either a post-effective amendment to any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required existing applicable registration statement (or a new registration statement pursuant to the “Required Registration Statement”) concerning Securities Act, to the resale of all of end that the Registrable Securities. The Required Registration Statement Securities may be sold under the Securities Act as promptly as practicable thereafter, and the Company will-use its best efforts to cause such post-effective amendment or new registration statement to become effective, provided that such Holder shall furnish the Company with appropriate information (relating to the intentions of such Holder, including the number of Registrable Securities to be on Form F-3 if available for such a registration registered and if unavailable, the intended method of distribution thereof) in connection therewith as the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then request in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for usewriting. Within ten (10) days after receiving written any notice from the Holderpursuant to this Section 1.2, the Company shall give written notice to the other Holders of the Purchase Warrants Registrable Securities, advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants the Registrable Securities of such other Holders. The Holder, provided that within thirty (30) days after the date on which the Company shall not be obligated to any such other Holder unless such other Holder have given notice, the Holders shall accept such offer by notice notify the Company in writing that they desire to have their Registrable Securities included in such registration statement and shall promptly furnish the Company with such appropriate information (relating to the Company within five (5intentions of such Holders, including the number of Registrable Securities to be registered and the intended method of distribution thereof) days thereafter. The in connection therewith as the Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants reasonably request in those jurisdictions requested by the Holderwriting.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after on the date that this Warrant becomes exercisable and on or before the fifth anniversary date of until five (5) years from the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 S-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 S-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.

Mandatory Registration. Solely in (a) Within sixty (60) days after the event there is not then a current registration statement concerning the resale of the Registrable SecuritiesClosing Date, the Company shall prepare and file with the SEC on one occasion at its sole expense(i) a Registration Statement covering all Registrable Securities for an offering pursuant to Rule 415, upon and (ii) the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Exchange Act Registration Statement”) concerning ; provided; however, that if the resale SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415, the Company shall amend the Registration Statement prior to its effectiveness to remove from the Registration Statement such portion of the Registrable Securities (the “Cut-Back Shares”) and/or agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). Any cut-back of the Registrable Securities pursuant to this Section 2(a) shall be allocated first to the Placement Warrant Shares and if such allocation does not result in a sufficient reduction in the amount of Registrable Securities, then among the Investors on a pro rata basis, unless the SEC Restrictions require otherwise. In the event that upon effectiveness of the Registration Statement less than all Registrable Securities are contained therein, upon the request of any Holder, the Company will prepare and file with the SEC, at such time or times as the SEC allows the Company to make such filings, one or more Additional Registration Statements covering the maximum amount of Cut-Back Shares allowed by the SEC at the time of such filing until such time as all Registrable Securities have been registered for resale under the Securities Act. (b) The Required Registration Statement and any Additional Registration Statement shall be on Form F-3 SB-2 (except if available for such a registration and if unavailable, the Company shall is not then eligible to register the for resale of the Registrable Securities on Form S-1 or SB-2, in which case such registration shall be on another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafterform). The Company shall use its best commercially reasonable efforts to have cause the Registration Statement and any Additional Registration Statement to be declared effective under the Securities Act and the Exchange Act Registration Statement to be declared effective under the Exchange Act, each as promptly as reasonably possible after the filing thereof and to keep the Registration Statement and any Additional Registration Statement continuously effective under the Securities Act until such Required date as is the earlier of: (i) the date when all Registrable Securities and any Additional Registrable Securities covered by such Registration Statement and any Additional Registration Statement, as the case may be, have been sold; and each other Registration Statement required to (ii) the date on which all Registrable Securities may be filed sold during a period of 90 days without any restriction pursuant to Rule 144 as determined by counsel to the terms of this Purchase WarrantCompany pursuant to a written opinion letter, declared effective by addressed to the SEC as soon as practicable. The Company shall pay Company’s transfer agent to such effect (the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderEffectiveness Period”).

Mandatory Registration. Solely (a) As soon as possible and, in any event, within ten (10) business days after the event there is not then a current registration statement concerning the resale of the Registrable SecuritiesClosing, the Company shall will prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (on Form S-1 for the “Required Registration Statement”) concerning purpose of registering under the resale of Securities Act all of the Registrable SecuritiesShares for resale by, and for the account of, the Investors as selling stockholders thereunder (the "Registration Statement"). The Required Registration Statement shall be permit the Investors to offer and sell, on Form F-3 if available for such a registration and if unavailabledelayed or continuous basis pursuant to Rule 415 under the Securities Act, the Company shall register the resale of the Registrable Securities on Form S-1 any or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other HoldersShares. The Company shall not be obligated agrees to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other cause the Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared become effective by the SEC as soon as practicablepracticable following its filing. The Company shall pay be required to keep the costs Registration Statement effective until such date that is the earlier of (i) the date when all of the Registrable Shares registered thereunder shall have been sold or (ii) the second anniversary of the Closing, subject to extension as set forth below (such date is referred to herein as the "Mandatory Registration Termination Date"). Thereafter, the Company shall be entitled to withdraw the Registration Statement and expenses thereofthe Investors shall have no further right to offer or sell any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto). In the event the right of the selling Investors to use the Registration Statement (and the prospectus relating thereto) is delayed or suspended pursuant to Sections 4(c) or 10 hereof, for one time only, which costs and expenses the Company shall include “Blue Sky” fees for counsel for be required to extend the Underwriter and “Blue Sky” filing fees to qualify Mandatory Registration Termination Date beyond the Purchase Warrants in those jurisdictions requested second anniversary of the Closing by the Holdersame number of days as such delay or Suspension Period (as defined in Section 10 hereof). (b) The offer and sale of the Registrable Shares pursuant to the Registration Statement shall not be underwritten. (c) If the Registration Statement has not been filed with the SEC by the tenth business day after the Closing Date under the Securities Purchase Agreement (such tenth business day being the "Penalty Date"), then, on the fifth business day after the Penalty Date, the Company will execute and deliver to each Initial Investor a common stock purchase warrant of the Company (each such warrant being an "Investor Warrant"). The Investor Warrant delivered to each Initial Investor (I) shall entitle such Initial Investor to purchase that number of shares of Class A Common Stock of the Company equal to the product of (x) the number of business days after the Penalty Date (up to a maximum of four) on which the Registration Statement is filed with the SEC, multiplied by (y) 1/8 of one share, multiplied by (z) the total number of shares purchased by such Initial Investor on the Closing Date, (ii) shall have an exercise price per share equal to the purchase price per share of Common Stock under the Securities Purchase Agreement, (iii) shall not include any "cashless exercise" provisions or anti-dilution protection, other than so-called "structural" anti-dilution protection, (iv) shall expire on the fifth anniversary after the Closing Date, and (v) shall otherwise contain customary terms.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and file with the SEC on one occasion at its sole expenseSEC, upon no later than forty-five (45) calendar days after the written notice Closing Date, a Registration Statement covering a sufficient number of shares of Common Stock for the Initial Investors into which the Warrants, $1,100,000 of Debentures, plus accrued interest, in the total offering would be convertible. In the event the Registration Statement is not filed within forty-five (45) calendar days after the Closing Date, then in such event the Company shall pay the Investor 2% of the Holder face amount of each Debenture for each 30 day period, or portion thereof, after forty-five (45) calendar days following the Closing Date that the Registration Statement is not filed. The Investor is also granted additional Piggy-back registration rights on any other Registration Statement filings made by the Company. Such Registration Statement shall state that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from Stock splits, or stock dividends). If at any time commencing six (6the number of shares of Common Stock into which the Debenture(s) months after may be converted exceeds the date that this Warrant becomes exercisable and on or before the fifth anniversary date aggregate number of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale shares of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailableCommon Stock then registered, the Company shall register shall, within ten (10) business days after receipt of written notice from any Investor, either (i) amend the resale of Registration Statement filed by the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable Company pursuant to the Holder and undertake 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 resale of the Registrable Securities on Form F-3 as soon as Debenture(s) may be converted, or (ii) if such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on such form as is applicable to register the shares of Common Stock into which the Debenture may be converted that exceed the aggregate number of shares of Common Stock already registered. The above damages shall continue until the obligation is fulfilled and the prospectus contained therein is available for use. Within ten (10) shall be paid within 5 business days after receiving written notice from each 30 day period, or portion thereof, until the Holder, Registration Statement is filed. Failure of the Company to make payment within said 5 business days shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holdersbe considered a default. The Company acknowledges that its failure to file with the SEC, said Registration Statement no later than forty-five (45) calendar days after the Closing Date will cause the Initial Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties' good faith effort to qualify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to relieve the Company within five (5) days thereafter. The Company shall use from its best efforts obligations to have such Required Registration Statement, register the Common Stock and each other Registration Statement required to be filed deliver the Common Stock pursuant to the terms of this Purchase WarrantAgreement, declared effective by the SEC as soon as practicable. The Company shall pay Subscription Agreement and the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderDebenture.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the (a) The Company shall prepare and not later than the Registration Date file with the SEC on one occasion at its sole expense, upon to register for resale under the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of Securities Act the Registrable Securities on Form S-1 held by (or another appropriate form reasonably acceptable then issuable to) the Holders for sale pursuant to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other HoldersMandatory Registration. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall will use its best efforts to have such Required the Mandatory Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon thereafter as is practicable. The Company agrees to use its best efforts to keep the Mandatory Registration Statement continuously effective until the third anniversary of the Mandatory Registration Statement's effective date with the SEC or such shorter period that will terminate when all of the Registrable Securities covered by the Mandatory Registration Statement have been sold pursuant to the Mandatory Registration Statement. The Company further agrees to supplement or amend the Mandatory Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Mandatory Registration Statement or by the 1993 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by Holders with respect to information relating to such Holders, and to use its best efforts to cause any such amendment to become effective and such Mandatory Registration Statement to become usable as soon as thereafter practicable. The Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. Notwithstanding anything to the contrary contained herein, the Company's obligation above shall pay extend only to the costs inclusion of the Registrable Securities in a registration statement filed under the Securities Act. The Company shall have no obligation to assure the terms and expenses conditions of distribution, to obtain a commitment from an underwriter relative to the sale of the Registrable Securities or to otherwise assume any responsibility for the manner, price or terms of the distribution of the Registrable Securities. (i) If following the Registration Date an underwritten secondary public offering (the "Offering") is to be undertaken by the Company on behalf of Conseco, Inc. and any affiliates thereof, for one time onlyincluding Great American Reserve Insurance Company and/or Beneficial Standard Life Insurance Company (in the aggregate, which costs "Conseco") pursuant to demand rights granted by the Company to Conseco or any of its affiliates under existing Registration Rights Agreements dated April 23, 1996 and expenses the Holders receive written notification (the "Notification") from Conseco and the managing underwriter of such Offering: (A) that in the opinion of such underwriter the success of the proposed offering will be materially adversely effected by virtue of the public resale rights granted to the Holders pursuant to subparagraph 2(a) above; and (B) inviting inclusion in the Offering of Registrable Securities of the Holders to be offered and sold on the same terms as are being offered by Conseco; then, and in that event, in modification of the rights granted under subparagraph (2)(a) above, the Holders may either: (i) include the Registrable Securities covered by such Notification in the Offering on the same terms and conditions as have been offered to Conseco and thereafter concurrently suspend sales of the Registrable Securities pursuant to the Mandatory Registration Statement (and if the Offering does not include 100% of the Registrable Securities, then resales thereof pursuant to the Mandatory Registration Statement may not commence until up to 120 days following the closing date of the Offering, in the discretion of the managing underwriter); or (ii) if the Holder elects not to include the Registrable Securities covered by the Notification in the Offering, it shall agree to suspend sales of the Registrable Securities covered by the Mandatory Registration Statement until up to 120 days following the closing date of the offering (in the discretion of the managing underwriter); (ii) If in the underwritten secondary Offering the managing underwriter advises the Company in writing that in its opinion, based upon market and other conditions, the offering cannot include 100% of the Registrable Securities of the Holders and 100% of the securities of Conseco, then the Company shall include “Blue Sky” fees for counsel for in such Offering such number of securities of Conseco and the Underwriter Holders as are determined in the discretion of the managing underwriter, with the relevant percentage of such securities to be offered on behalf of Conseco and “Blue Sky” filing fees the Holders to qualify be determined in accordance with the Purchase Warrants ratio in those jurisdictions requested by which Conseco and the HolderHolders have provided in aggregate principal amount debenture financing to the Company.

Mandatory Registration. Solely (a) As promptly as possible after the date hereof, and in any event no later than 30 days after the event there is not then a current registration statement concerning date of this Agreement (the resale date which occurs 30 days after the date of the Registrable Securitiesthis Agreement, the “Filing Date”) the Company shall will prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement on Form S-3 (or such other appropriate form) for the “Required Registration Statement”) concerning purpose of registering under the resale of Securities Act all of the Registrable SecuritiesShares for resale by, and for the account of, each Purchaser as an initial selling stockholder thereunder (the “Mandatory Registration Statement”). The Required Mandatory Registration Statement shall be permit the Purchasers to offer and sell, on Form F-3 if available for such a registration and if unavailabledelayed or continuous basis pursuant to Rule 415 under the Securities Act, the Company shall register the resale of the Registrable Securities on Form S-1 any or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Shares. Such Registration Statement also shall cover, to the extent allowable under the Securities has been declared effective by the SEC Act and the prospectus contained therein is available for use. Within ten rules promulgated thereunder (10) days after receiving written notice including Rule 416), such indeterminate number of additional shares of Common Stock resulting from the Holderstock splits, the Company shall give notice stock dividends or similar transactions with respect to the Registrable Shares. Such Registration Statement shall not include any shares of Common Stock or other Holders securities for the account of any other holder without the prior written consent of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other HoldersPurchasers. The Company shall not be obligated agrees to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required cause the Mandatory Registration Statement to be declared effective as soon as possible but in no event later than (the “Mandatory Effective Date”) one hundred and twenty (120) calendar days after the Filing Date (if no SEC review of the Mandatory Registration Statement) or one hundred fifty (150) calendar days after the Filing Date (if there is an SEC review of the Mandatory Registration Statement), and each other Registration Statement required to be filed pursuant to file with the terms SEC, within three (3) Business Days of this Purchase Warrantthe date that the Company is notified (orally or in writing, declared effective whichever is earlier) by the SEC as soon as practicablethat the Mandatory Registration Statement will not be “reviewed” or will not be subject to further review, a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act (an “Acceleration Request”), which request shall request an effective date that is within three (3) Business Days of the date of such request. The Company shall pay notify each Purchaser in writing promptly (and in any event within one (1) Business Day) after the costs 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 expenses thereof(ii) the second (2nd) anniversary of the Mandatory Effective Date; provided, that in either case such date shall be extended by the amount of time of any Suspension Period. Thereafter, the Company shall be entitled to withdraw the Mandatory Registration Statement and, upon such withdrawal, the Purchasers shall have no further right to offer or sell any of the Registrable Shares pursuant to the Mandatory Registration Statement (or any Prospectus relating thereto). (b) Notwithstanding anything in this Section 2 to the contrary, if the Company shall furnish to the Purchasers a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that the continued use by the Purchasers of the Mandatory Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant hereto would require, under the Securities 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) that it is therefore essential to suspend the use by the Purchasers, of the Mandatory Registration Statement (and the Prospectus relating thereto), then the right of the Purchasers to use the Mandatory Registration Statement (and the Prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) not greater than fifteen consecutive Business Days during any consecutive twelve (12) month period; provided, however, that in no event, without the prior written consent of a Purchaser and upon entry between the Company and Purchaser of a confidentiality agreement with respect to such material non-public information, shall the Company disclose to such Purchaser any of the facts or circumstances regarding material non-public information giving rise to such suspension. During the Suspension Period, the Purchasers shall not offer or sell any Registrable Shares pursuant to or in reliance upon the Mandatory Registration Statement (or the Prospectus relating thereto). The Company agrees that, as promptly as possible, but in no event later than one time only(1) Business Day, which costs 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 expenses the Prospectus relating thereto) pursuant to this Section 2(c), the Company will use its commercially reasonable efforts to as promptly as possible lift any suspension, provide the Purchasers with revised Prospectuses, if required, and will notify the Purchaser of their ability to effect offers or sales of Registrable Shares pursuant to or in reliance upon the Mandatory Registration Statement. (c) It shall include “Blue Sky” fees for counsel be a condition precedent to the obligations of the Company to register Registrable Shares for the Underwriter account of an Purchaser pursuant to this Section 2 or Section 3 that such Purchaser furnish to the Company such information regarding itself, the Registrable Securities held by it, and “Blue Sky” filing fees the method of disposition of such securities as shall be required to qualify effect the Purchase Warrants in those jurisdictions requested by the Holderregistration of such Purchaser’s Registrable Securities.

Mandatory Registration. Solely in the event there is not then (a) The Company shall be required to file a current registration statement concerning the resale Registration Statement on or prior to each Filing Date until all of the Registrable SecuritiesSecurities are registered for resale by the Investors and the Placement Agent as selling stockholders thereunder. On or prior to each Filing Date, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon a Registration Statement for the written notice purpose of registering under the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning Securities Act the resale of all, or such portion as permitted by SEC Guidance (and the Company shall make a commercially reasonable effort to advocate with the SEC for the registration of all or the maximum number of the Registrable Securities as permitted by SEC Guidance) of the Registrable Securities by, and for the account of, the Investors and the Placement Agent as selling stockholders thereunder, that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. No other securities shall be included in the Initial Registration Statement that is filed except for the Registrable Securities. The Required Each Registration Statement shall be on Form F-3 if available for such a registration and if unavailablecontain the “Plan of Distribution” included in the Investor Questionnaire, in substantially the form of which was provided to Investors with the Securities Purchase Agreement. Subject to the terms of this Agreement, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as cause a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event on Form F-3 covering or prior to the resale applicable Effectiveness Date. (b) The Company shall be required to keep a Registration Statement effective until such date that is the earlier of (the “Effectiveness Period”) (i) the date as of which all of the Investors as selling stockholders thereunder may sell all of the Registrable Securities has registered for resale thereon without restriction pursuant to Rule 144 or (ii) the date when all of the Registrable Securities registered thereunder shall have been declared effective by sold (such date is referred to herein as the SEC and the prospectus contained therein is available for use“Mandatory Registration Termination Date”). Within ten (10) days after receiving written notice from the HolderThereafter, the Company shall give notice be entitled to withdraw such Registration Statement and the Investors shall have no further right to offer or sell any of the Registrable Securities registered for resale thereon pursuant to the respective Registration Statement (or any prospectus relating thereto). (c) Notwithstanding any other Holders provision of this Agreement and subject to the payment of liquidated damages in Section 4(a), if any SEC Guidance sets forth a limitation on the number of Registrable Securities to be registered in the Initial Registration Statement (and the Company has made a commercially reasonable effort to advocate with the SEC for the registration of all or a greater number of Registrable Securities), the number of Registrable Securities to be registered on such Registration Statement will first be reduced by the number of Registrable Securities represented by the Placement Agent Warrant Shares and secondly by the number of the Purchase Warrants advising Registrable Securities represented by the Underlying Shares (applied, in the case that some Underlying Shares may be registered, to the Investors on a pro rata basis based on the total number of unregistered Underlying Shares held by such Investors on a fully diluted basis). (d) If during the Effectiveness Period, subject to Sections 3(a) and 3(c), the Company becomes aware that the number of Registrable Securities at any time exceeds the number of Registrable Securities then registered for resale in a Registration Statement, then the Company is proceeding with such registration statement and offering to include therein Purchase Warrants shall file as soon as reasonably practicable an additional Registration Statement covering the resale by the Investors of not less than the number of such Registrable Securities that are not then registered. (e) Notwithstanding any other Holdersprovision of this Agreement, if during the Effectiveness Period any of the Registrable Securities become eligible for resale without restriction pursuant to Rule 144 (the “Rule 144 Eligible Securities”) then the number of Registrable Securities outstanding at any one time shall be reduced by the number of Rule 144 Eligible Securities and the Company may at its option file an amendment to any Registration Statement to reduce the number of Registrable Securities accordingly. The Company shall acknowledges that (i) Rule 144 is not currently available to its shareholders because the Company was a “shell company”, as that term is defined in the SEC’s Rule 12-b-2, until December 5, 2007, (ii) that Rule 144 will not be obligated available to any such other Holder unless such other Holder shall accept such offer by notice in writing its shareholders until December 5, 2008, and (iii) that Rule 144 will only be available to its shareholders if, at the time of sale, the Company within five (5) days thereafterhas filed all of its periodic disclosure on Forms 10-Q and 10-K during the 12 months immediately preceding the date of sale. The Company shall use acknowledges that the Company’s obligation to file its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to periodic disclosure documents for the terms 12 month period preceding the date of sale is a “restriction” as that term is used in the first sentence of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderSection 3(e).

Mandatory Registration. Solely in (a) Subject to Section 5.4(g) and during the event there is not then a current registration statement concerning period commencing at any time after two (2) years following the resale date hereof, one or more holders of the Registrable SecuritiesSecurities (the "Holders") owning in the aggregate in excess of 50% of the issued and outstanding Registrable Securities may make a written request to the Company for registration (a "Demand Registration") under and in accordance with the provisions of the Securities Act of up to all of the Registrable Securities owned by such Holder or Holders (a "Registration Statement"). Within five (5) business days after receipt of such request, the Company will serve written notice (the "Notice") of such request to all other Holders and will include in such registration all Registrable Securities with respect to which the Company receives written requests for inclusion therein within twenty (20) business days after it gives the Notice to the applicable Holder. Unless the Holder or Holders demanding the Demand Registration shall agree in writing, no other party, including the Company (but excluding another Holder of a Registrable Security) shall be permitted to offer securities under any such Demand Registration. The Company shall use its reasonable best efforts, as expeditiously as practicable, but in no event later than sixty (60) days after receipt of a request from a Holder for a Demand Registration, to prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of with respect to the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable (the "Filing Date") and shall use its reasonable best efforts to cause the Holder Registration Statement to become effective as promptly as possible, and undertake to register in all events within sixty (60) days from the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Filing Date. The Company shall maintain the effectiveness of all Registration Statements then in effect until use its reasonable best efforts to keep such time as a Registration Statement on Form F-3 covering effective until the resale earlier of (i) the date when all of the Registrable Securities has registered thereunder shall have been sold and (ii) the second anniversary of the date on which the Registration Statement is declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice or, with respect to any unsold registered Warrant Shares, one year from the Holder, the Company shall give notice to the other Holders expiration date of the Purchase Warrants advising that if later than such second anniversary (the Company is proceeding with such registration statement and offering "Registration Withdrawal Date"). (b) The Holders are entitled to include therein Purchase Warrants one (1) Demand Registration regardless of such other Holdersthe person or persons making demand. The Company shall not be obligated deemed to have effected a Demand Registration unless and until such Demand Registration is declared effective. (c) If the managing underwriter or underwriters of a Demand Registration (or in the case of a Demand Registration not being underwritten, a majority of the Holders) advise the Company in writing that in its or their opinion the principal amount and/or number of securities proposed to be sold in such Demand Registration exceeds the principal amount and/or number of securities which can be sold in such offering without an adverse effect on such offering, the Company will include in such registration only the number of securities which, in the opinion of such underwriter or underwriters (or Holders, as the case may be) can be sold, selected pro rata among the Holders which have requested to be included in such Demand Registration; PROVIDED, that if any Holder has requested to be included in such Demand Registration and all Registrable Securities which such Holder has requested to be included in such Demand Registration pursuant to this Section 5 are not so included, such Holder shall be entitled to an additional Demand Registration hereunder (with all expenses of registration relating to such additional Demand Registration to be borne by the Company) not earlier than six months after such earlier Demand Registration was requested and on the same terms and conditions as would have applied to such Holder had such earlier Demand Registration not been made. (d) If any Demand Registration is an underwritten offering with respect to any issue of Registrable Securities, the Holders of a majority of such other Holder unless Registrable Securities to be included in such other Holder shall accept such offer by notice in writing Demand Registration will select the investment banker or bankers and manager or managers to administer the offering and one counsel to the sellers of such Registrable Securities in such offering; PROVIDED, that such investment bankers and managers be of nationally recognized standing and reasonably satisfactory to the Company. (e) In the event that (i) the Registration Statement to be filed by the Company pursuant to Section 5.2(a) above is not filed with the SEC by the Filing Date, (ii) such Registration Statement is not declared effective by the SEC within sixty (60) days from the Filing Date, or (iii) such Registration Statement is not maintained as effective by the Company for the period set forth in Section 5.2(a) above (each a "Registration Default") then the Company will pay each Investor (pro rated on a daily basis), as liquidated damages for such failure and not as a penalty one percent (1%) of the purchase price of shares of Common Stock purchased from the Company and held by the Investor for the first month and two percent (2%) for every month thereafter until such Registration Statement has been filed, and in the event of late effectiveness (in case of clause (ii) above) or lapsed effectiveness (in the case of clause (iii) above), one percent (1%) of the purchase price of shares of Common Stock purchased from the Company and held by the Investor for the first month and two percent (2%) for every month thereafter (regardless of whether one or more such Registration Defaults are then in existence, but without duplication of liquidated damages) until such Registration Statement has been declared effective. Such payment of the liquidated damages shall be made to the Investors in cash, within five (5) calendar days thereafterof demand, provided, however, that the payment of such liquidated damages shall not relieve the Company from its obligations to register the Securities pursuant to this Section. If the Company does not remit the payment to the Investors as set forth above, the Company will pay the Investors' reasonable costs of collection, including attorneys' fees, in addition to the liquidated damages. The registration of the Securities pursuant to this provision shall not affect or limit the Investors' other rights or remedies as set forth in this Agreement. (f) From and after the date of this Agreement, the Company shall use its best efforts not, without the prior consent of the Holders of at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder to have include such Required Registration Statementsecurities in any registration filed under this Section 5.2, and each other Registration Statement required to be filed pursuant to unless under the terms of this Purchase Warrantsuch agreement, declared effective by such holder or prospective holder may include such securities in any such registration only to the SEC as soon as practicable. The Company shall pay extent that the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for inclusion of such securities will not reduce the Underwriter and “Blue Sky” filing fees to qualify amount of the Purchase Warrants in those jurisdictions requested by Registrable Securities of the HolderHolders that are included.

Mandatory Registration. Solely in The Company agrees that, within thirty (30) calendar days following the event there is not then Closing Date (the “Filing Deadline”), the Company will file with the Commission (at the Company’s sole cost and expense) a current registration statement concerning on appropriate form registering the resale of the full amount of Shares and Pre-Funded Warrant Shares (and any other equity security issued or issuable with respect to the Shares and Pre-Funded Warrant Shares by way of share split, dividend, distribution, recapitalization, merger, exchange, or replacement, the “Registrable Securities”) and naming each Purchaser as a selling shareholder thereunder (the “Registration Statement”), and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but in any event no later than sixty (60) calendar days after the Closing Date (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the Closing Date if the Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further that the Company shall have the Registration Statement declared effective within three (3) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Upon a Purchaser’s timely request, the Company shall prepare and file provide a draft of the Registration Statement to such Purchaser at least three (3) Business Days in advance of the date of filing the Registration Statement with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement Commission (the “Required Filing Date”), and Purchaser shall provide any comments on the Registration Statement to the Company no later than two (2) Business Days immediately preceding the Filing Date. Upon notification by the Commission that any Registration Statement has been declared effective by the Commission, within two (2) Business Day thereafter, the Company shall file the final prospectus under Rule 424 of the Securities Act. In no event shall a Purchaser be identified as a statutory underwriter in the Registration Statement unless requested by the Commission; provided, that if the Commission requests that Purchaser be identified as a statutory underwriter in the Registration Statement”, such Purchaser will have the option, in its sole and absolute discretion, to either (i) concerning have the resale opportunity to withdraw from the Registration Statement, in which case the Company’s obligation to register the Registrable Securities will be deemed satisfied or (ii) be included as such in the Registration Statement. Subject to any comments from the Staff, such Registration Statement shall include the plan of all distribution attached hereto as Exhibit A. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Purchasers beneficially owning (as determined pursuant to Rule 13d-3 under the Exchange Act) a majority of the Registrable Securities. The Required Company shall notify the Purchasers by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after the Registration Statement is declared effective or is supplemented and shall provide the Purchasers with copies of any related prospectus to be on Form F-3 if available for such a registration and if unavailable, used in connection with the Company shall register the resale sale or other disposition of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holdersecurities covered thereby.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the 7.1.1 The Company shall prepare and file with file, on the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth month anniversary date of the Effective Closing Date, with the Commission a required registration statement (the “Required shelf” Registration Statement”) concerning the Statement covering all Registrable Securities for a secondary or resale of all of the Registrable Securitiesoffering to be made on a continuous basis pursuant to Rule 415. The Required Registration Statement shall be on Form F-3 S-3 (or if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is not available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafteron another form appropriate for such registration in accordance herewith). The Company shall use its best efforts to have such Required Registration Statement, and each other cause the Registration Statement to be declared effective under the Securities Act within ninety (90) days of the filing (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) business days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or not be subject to further review) and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold, (y) two (2) years from the effective date of the Registration Statement or (z) with respect to the Investor, such time as all Registrable Securities held by the Investor may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). For purposes of the obligations of the Company under this Agreement, no Registration Statement shall be considered “effective” with respect to any Registrable Securities unless such Registration Statement lists the Investor as “Selling Stockholders” and includes such other information as is required to be filed disclosed with respect to Investor to permit it to sell its Registrable Securities pursuant to such Registration Statement. Upon the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses initial filing thereof, for one time onlythe Registration Statement shall cover at least 100% of the Purchased Shares and 100% of the Warrant Shares. Such Registration Statement also shall cover, which costs to the extent allowable under the Securities Act and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to qualify the Purchase Warrants in those jurisdictions requested by the HolderRegistrable Securities.

Mandatory Registration. Solely in (a) The Company shall be required to file an Initial Registration Statement on or prior to the event there is not then a current registration statement concerning the resale of Filing Date registering the Registrable SecuritiesSecurities for resale by the Holders as selling stockholders thereunder. On or prior to the Filing Date, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon an Initial Registration Statement for the written notice purpose of registering under the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning Securities Act the resale of all, or such portion as permitted by SEC Guidance (and the Company shall make a commercially reasonable effort to advocate with the SEC for the registration of all or the maximum number of the Registrable Securities as permitted by SEC Guidance) of the Registrable Securities by, and for the account of, the Holders as selling stockholders thereunder, that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. No other securities shall be included in the Initial Registration Statement that is filed except for the Registrable Securities and the Debenture Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as cause a Registration Statement to be declared effective by the SEC under the Securities Act as promptly as practicable after the filing thereof, but in any event on Form F-3 covering or prior to the resale applicable Effectiveness Date. (b) The Company shall be required to keep a Registration Statement effective until such date that is the earlier of (the “Effectiveness Period”) (i) the date as of which all of the Holders as selling stockholders thereunder may sell all of the Registrable Securities has registered for resale thereon without restriction pursuant to Rule 144 or (ii) the date when all of the Registrable Securities registered thereunder shall have been declared effective by sold (such date is referred to herein as the SEC and the prospectus contained therein is available for use“Mandatory Registration Termination Date”). Within ten (10) days after receiving written notice from the HolderThereafter, the Company shall give notice be entitled to withdraw such Registration Statement and the Holders shall have no further right to offer or sell any of the Registrable Securities registered for resale thereon pursuant to the respective Registration Statement (or any prospectus relating thereto). (c) Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities and Debenture Unit Registrable Securities to be registered in the Initial Registration Statement (and the Company has made a commercially reasonable effort to advocate with the SEC for the registration of all or a greater number of such registrable securities), the number of Registrable Securities and Debenture Unit Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis among the Investors and the Debenture Unit Holders based on the total number of unregistered Registrable Securities and Debenture Unit Registrable Securities held by the Holders and the Debenture Unit Holders, respectively, on a fully diluted basis. With respect to such pro rata reduction on Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by the Registrable Securities represented by the Registrable Warrant Shares (applied, in the case that some Registrable Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Registrable Warrant Shares held by such Holders), and second by Registrable Securities represented by Registrable Unit Shares (applied, in the case that some Registrable Unit Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Unit Shares held by such Holders). The Company shall file a new registration statement as soon as reasonably practicable covering the resale by the Holders and the Debenture Unit Holders of not less than the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants number of such other HoldersRegistrable Securities and the Debenture Unit Registrable Securities, respectively, that are not registered in the Initial Registration Statement. The Company shall not be obligated liable for liquidated damages under Section 5(a) as to any Registrable Securities which are not permitted by the SEC to be included in a Registration Statement due solely to SEC Guidance from time to time. In such other Holder unless case, any liquidated damages payable under Section 5(a) shall be calculated to apply only the percentage of Registrable Securities which are permitted in accordance with SEC Guidance to be included in such other Holder shall accept such offer by notice in writing Registration Statement. (d) If during the Effectiveness Period, subject to Section 3(a) and Section 3(c), the Company within five becomes aware that the number of Registrable Securities at any time exceeds the number of Registrable Securities then registered for resale in a Registration Statement, then the Company shall file as soon as reasonably practicable an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Securities that are not then registered. (5e) days thereafterNotwithstanding any other provision of this Agreement, if during the Effectiveness Period any of the Registrable Securities become eligible for resale without restriction pursuant to Rule 144 (the “Rule 144 Eligible Securities”) then the number of Registrable Securities outstanding at any one time shall be reduced by the number of Rule 144 Eligible Securities and the Company may at its option file an amendment to any Registration Statement to reduce the number of Registrable Securities accordingly. The Company shall use acknowledges that the Company’s obligation to file its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to periodic disclosure documents for the terms twelve (12) month period preceding the date of sale is a “restriction” as that term is used in the first sentence of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderSection 3(e).

Mandatory Registration. Solely in the event there is not then (a) The Company shall be required to file a current registration statement concerning the resale Registration Statement on or prior to each Filing Date until all of the Registrable SecuritiesSecurities are registered for resale by the Investors as selling stockholders thereunder. On or prior to each Filing Date, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon a Registration Statement for the written notice purpose of registering under the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning Securities Act the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for all, or such a registration and if unavailableportion as permitted by SEC Guidance (provided that, the Company shall register use commercially reasonable efforts to advocate with the resale SEC for the registration of all or the maximum number of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale as permitted by SEC Guidance), of the Registrable Securities by, and for the account of, the Investors as selling stockholders thereunder, that are not then registered on Form F-3 an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each 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 Securities Purchase Agreement as soon as such form is availableAppendix I. Subject to the terms of this Agreement, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as cause a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event on Form F-3 covering or prior to the resale applicable Effectiveness Date. (b) The Company shall be required to keep a Registration Statement effective until such date that is the earlier of (i) the date as of which all of the Investors as selling stockholders thereunder may sell all of the Registrable Securities has registered for resale thereon without restriction pursuant to Rule 144 (or any successor rule thereto) promulgated under the Securities Act or (ii) the date when all of the Registrable Securities registered thereunder shall have been declared effective by sold (such date is referred to herein as the SEC and the prospectus contained therein is available for use“Mandatory Registration Termination Date”). Within ten (10) days after receiving written notice from the HolderThereafter, the Company shall give notice be entitled to withdraw such Registration Statement and the Investors shall have no further right to offer or sell any of the Registrable Securities registered for resale thereon pursuant to the respective Registration Statement (or any prospectus relating thereto). (c) Notwithstanding any other Holders provision of this Agreement and subject to the payment of liquidated damages in Section 4(a), if any SEC Guidance sets forth a limitation of the Purchase Warrants advising number of Registrable Securities to be registered on a particular Registration Statement (and notwithstanding that the Company is proceeding 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 an Investor as to its Registrable Securities, the number of Registrable Securities to be registered on such registration statement Registration Statement will first be reduced by Registrable Securities represented by Underlying Shares (applied, in the case that some Underlying Shares may be registered, to the Investors on a pro rata basis based on the total number of unregistered Underlying Shares held by such Investors on a fully diluted basis), and offering second by Registrable Securities represented by Purchased Shares (applied, in the case that some Purchased Shares may be registered, to include therein Purchase Warrants the Investors on a pro rata basis based on the total number of unregistered Purchased Shares held by such Investors). (d) If during the Effectiveness Period, subject to Section 3(a), the number of Registrable Securities at any time exceeds 100% of the number of Purchased Shares then registered for resale in a Registration Statement, then the Company shall file as soon as reasonably practicable an additional Registration Statement covering the resale by the Investors of not less than the number of such other Holders. Registrable Securities. (e) The Company offer and sale of the Registrable Securities pursuant to any Registration Statement shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holderunderwritten.

Mandatory Registration. Solely in The Company shall file with the event there United States Securities and 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 current registration statement concerning of all of the Registrable Securities) covering the resale of the Shares and any Additional Investment Right Shares issued upon exercise of the Additional Investment Rights (the "INITIAL REGISTRATION STATEMENT"). The Registrable SecuritiesSecurities included in the Initial Registration Statement shall be registered on behalf of the Investors as set forth in 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 5 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 Initial Registration Statement (an "SEC DETERMINATION")) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities (any such shares that are not included being the "UNCOVERED SHARES"), the Company shall prepare and file with the SEC on one occasion at its sole expenseSEC, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as practicable, but in any event prior to the tenth (10th) Business Day after becoming aware of the existence of any Uncovered Shares (such form is availabledate referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), provided that either (a) an amendment (the Company shall maintain "UNCOVERED SHARES AMENDMENT") to the effectiveness of all Registration Statements then in effect until such time as a Initial Registration Statement on Form F-3 covering the resale of all effecting a registration of the Registrable Securities has been declared effective by Uncovered Shares or (b) a registration statement which registers the SEC Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and the prospectus contained therein is available each amendment or supplement thereto, and each request for use. Within ten (10acceleration of effectiveness thereof) days after receiving written notice from the Holder, the Company shall give notice be provided to the Initial Investors and their counsel at least concurrently with its filing or other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereaftersubmission. The Company shall use its best reasonable efforts to have such Required Registration Statement, and cause each other of the Initial Registration Statement required and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to be filed pursuant to the terms of this Purchase Warrant, declared become effective by the SEC as soon as practicable. The Company shall pay practicable after the costs and expenses filing thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.

Mandatory Registration. Solely in (a) If at anytime on or after December 15, 2005, any Additional Registrable Securities shall not have been registered by the event there is not Company pursuant to Section 2 hereof, then the Holders of at least a current registration statement concerning the resale majority of the Additional Registrable Securities, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice Securities (assuming conversion of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable Amended Notes and on or before the fifth anniversary date exercise of the Effective Date, a required registration statement (Amended Warrants) shall have the “Required Registration Statement”) concerning the resale right by delivery of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable notice to the Holder and undertake Company, to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided request that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement registration on Form F-3 S-3 covering the resale of all of the Additional Registrable Securities, in an amount sufficient to cover the resale of all the Additional Registrable Securities, issuable upon conversion of the Amended Notes and exercise of the Amended Warrants. The date on which the Company receives such notice is referred to herein as the “Demand Date.” In the event that Form S-3 is unavailable and/or inappropriate for such a registration of all the Additional Registrable Securities, the Company shall use such other form or forms as are available and appropriate for such a registration. The Company shall use its commercially reasonable efforts to cause such Additional Registration Statement to be filed under the Securities has been Act as promptly as practicable after receipt of notice of such demand, but in any event prior to 30 days following the Demand Date and to cause such Additional Registration Statement to be declared effective under the Securities Act as promptly as practicable, but in any event prior to 90 days following the Demand Date (the “Demand Effective Date”); provided that, if (1) the Additional Registration Statement is not declared effective by the SEC and Demand Effective Date, (2) the prospectus contained therein is Additional Registration Statement required to be filed by the Company pursuant to this Section 3 shall cease to be available for useuse by any Holder of the Amended Note which is named therein as a selling stockholder for any reason (including, without limitation, by reason of a stop order, a material misstatement or omission in such Additional Registration Statement or the information contained in such Additional Registration Statement having become outdated), or (3) the Company fails, refuses or is otherwise unable timely to issue, the Note Shares and/or Warrant Shares upon conversion of the Amended Notes or upon exercise of the Amended Warrants in accordance with the terms of thereof, respectively, or stock certificates therefor, then the Company shall pay to each Purchaser an amount equal to one percent (1%) per 30-day period of the purchase price paid for the Amended Notes purchased by such Amending Purchaser. Within ten Thereafter, for every 30 days that pass during which any of the events described in clauses (101), (2) days after receiving written notice from and (3) above occurs and is continuing (the Holder“Blackout Period”), the Company shall give notice pay to the other Holders each Amending Purchaser an additional amount equal to one percent (1%) of the Purchase Warrants advising that purchase price paid for the Company is proceeding with Amended Notes purchased by such registration statement Amending Purchaser. Each such payment shall be due within five days of the end of each calendar month of the Blackout Period until the termination of the Blackout Period and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafterafter such termination. Such payments shall be in partial compensation to the Amending Purchaser, and shall not constitute the Purchaser’s exclusive remedy for such events. The Blackout Period shall terminate upon (x) the effectiveness of the Additional Registration Statement in the case of clauses (1) and (2) above, and (z) delivery of such shares or certificates in the case of clause (3) above. (b) The Company shall use its best efforts to have such Required Registration Statement, and keep each other Additional Registration Statement required effective (pursuant to Rule 415, if available) at all times until such date as is the earlier of (i) the date on which all of the Additional Registrable Securities have been sold and (ii) the date on which the Additional Registrable Securities (in the opinion of counsel to each Purchaser and reasonably acceptable to legal counsel for the Company) may be immediately sold without restriction (including without limitation as to volume restrictions by each holder thereof) without registration under the Securities Act (the “New Registration Period”). (c) If the Additional Registrable Securities are registered for sale under the Securities Act, the Amending Purchasers shall cease any distribution of such shares under the Additional Registration Statement not more than once in any 12-month period, for up to 30 days, upon the request of the Company if: (x) such distribution would require the public disclosure of material non-public information concerning any transaction or negotiations involving the Company or any of its affiliates that, in the good faith judgment of the Company’s Board of Directors, would materially interfere with such transaction or negotiations, (y) such distribution would otherwise require premature disclosure of information that, in the good faith judgment of the Company’s Board of Directors, would adversely affect or otherwise be detrimental to the Company or (z) the Company proposes to file a registration statement under the Securities Act for the offering and sale of securities for its own account in an underwritten offering and the managing underwriter therefor shall advise the Company in writing that in its opinion the continued distribution of the Additional Registrable Securities would adversely affect the offering of the securities proposed to be filed pursuant to registered for the terms account of this Purchase Warrant, declared effective by the SEC as soon as practicableCompany. The Company shall pay promptly notify each Amending Purchaser at such time as (i) such transactions or negotiations have been otherwise publicly disclosed or terminated, or (ii) such non-public information has been publicly disclosed or counsel to the costs and expenses thereof, for one time Company has determined that such disclosure is not required due to subsequent events. (d) The Company shall permit a single firm of counsel designated by the Amending Purchasers to review such Additional Registration Statement with respect to the Additional Registrable Securities only, and all amendments and supplements thereto (collectively, the “Registration Documents”) a reasonable period of time prior to their filing with the SEC, and not file (or send) any Registration Documents in a form to which costs such counsel reasonably and expenses promptly objects. The sections of such Additional Registration Statement covering information with respect to the Amending Purchasers, the Amending Purchaser’s beneficial ownership of securities of the Company or the Amending Purchasers intended method of disposition of Additional Registrable Securities shall include “Blue Sky” fees for counsel for conform to the Underwriter and “Blue Sky” filing fees information provided to qualify the Purchase Warrants in those jurisdictions requested Company by each of the HolderAmending Purchasers.

Mandatory Registration. Solely in (i) At any time after obtaining the event there is not then a current registration statement concerning Stockholder Approval, for so long as the resale of the Dong-A Holder owns any Registrable Securities, the Company shall prepare and file with Dong-A Holder may request registration under the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale Securities Act of all or any portion of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the their Registrable Securities on Form S-1 or another appropriate any successor form reasonably acceptable to thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the Holder and undertake to register the resale approximate number of the Registrable Securities on Form F-3 as soon as required to be registered. Upon receipt of such form is availablerequest, provided that the Company shall maintain promptly (but in no event later than 15 days following receipt thereof) deliver notice of such request to the effectiveness other Holders who shall then have 15 days from the date such notice is given to notify the Company in writing of all Registration Statements then their desire to be included in effect until such time as registration. The Company shall cause a Registration Statement on Form F-3 covering S-1 (or any successor form) to be filed (or confidentially submitted in draft form to the resale of all Commission) within forty-five (45) days after the date on which the initial request is given and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Dong-A Holder shall have the right to require the Company to effect two (2) Long-Form Registrations; provided, further that a Registration Statement shall not count as a Long-Form Registration requested under this section unless and until it has become effective and the Dong-A Holder is able to register and sell at least 50% of the Registrable Securities has been declared effective by requested to be included in such registration. (ii) At such time as the SEC and Company shall have qualified for the prospectus contained therein is available for useuse of a Registration Statement on Form S-3, the Dong-A Holder shall have the right to request an unlimited number of registrations of their Registrable Securities on Form S-3 or any similar short-form registration (each a “Short-Form Registration” and, together with each Long-Form Registration, a “Demand Registration”). Within ten (10) days after receiving written notice from the HolderUpon receipt of any such request, the Company shall give promptly (but in no event later than 15 days following receipt thereof) deliver notice of such request to the other Holders of who shall then have 15 days from the Purchase Warrants advising that date such notice is given to notify the Company is proceeding with in writing of their desire to be included in such registration statement and offering to include therein Purchase Warrants of such other Holders. registration. (iii) The Company shall not be obligated to effect any such other Holder unless such other Holder shall accept such offer by notice Demand Registration within 60 days after the effective date of a previous Demand Registration or a previous registration in writing which Registrable Securities were included pursuant to the Company within five Sections 2(b) or 3(a). (5iv) days thereafter. The Company shall use not include in any Demand Registration any securities that are not Registrable Securities held by a Holder. If a Demand Registration involves an underwritten offering and the managing underwriter of the requested Demand Registration advises the Company and the Dong-A Holder in writing that in its best efforts opinion the number of shares of Common Stock proposed to have be included in the Demand Registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such Required underwritten offering, exceeds the number of shares of Common Stock that can be sold in such underwritten offering and/or the number of shares of Common Stock proposed to be included in such registration would adversely affect the price per share of the Registrable Securities proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration Statement(i) first, the number of Registrable Securities that Dong-A Holder proposes to sell, and each (ii) second, the number of Registrable Securities that any other Holder and its Affiliates proposes to sell. (v) If the Dong-A Holder initially requesting a Demand Registration Statement required elects to be filed distribute the Registrable Securities covered by their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a)(i) or Section 2(a)(ii) and the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay include such information in its notice to the costs and expenses thereof, for one time onlyother Holders. Dong-A shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering with the written consent of the Company, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holdernot be unreasonably withheld, conditioned or delayed.

Mandatory Registration. Solely in the event there is not then (a) The Company shall be required to file a current registration statement concerning the resale Registration Statement on or prior to each Filing Date until all of the Registrable SecuritiesSecurities are registered for resale by the Investors and the Placement Agent as selling stockholders thereunder. On or prior to each Filing Date, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon a Registration Statement for the written notice purpose of registering under the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning Securities Act the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for all, or such a registration and if unavailableportion as permitted by SEC Guidance (provided that, the Company shall register use commercially reasonable efforts to advocate with the resale SEC for the registration of all or the maximum number of the Registrable Securities as permitted by SEC Guidance), of the Registrable Securities by, and for the account of, the Investors and the Placement Agent as selling stockholders thereunder, that are not then registered on Form S-1 or another appropriate form an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. No other securities shall be included in the Initial Registration Statement that is filed except for the Registrable Securities and the securities listed in Exhibit C hereto (“Exhibit C Securities”). Each Registration Statement shall contain a “Plan of Distribution” section reasonably acceptable to the Holder and undertake Placement Agent. Subject to register the resale terms of the Registrable Securities on Form F-3 as soon as such form is availablethis Agreement, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as cause a Registration Statement on Form F-3 covering to be declared effective under the resale Securities Act as promptly as possible after the filing thereof and will use commercially reasonable efforts in this regard. (b) The Company shall be required to keep a Registration Statement effective until such date that is the earlier of (i) the date as of which all of the Investors as selling stockholders thereunder may sell all of the Registrable Securities has registered for resale thereon without restriction pursuant to Rule 144 (or any successor rule thereto) promulgated under the Securities Act or (ii) the date when all of the Registrable Securities registered thereunder shall have been declared effective by sold (such date is referred to herein as the SEC and the prospectus contained therein is available for use“Mandatory Registration Termination Date”). Within ten (10) days after receiving written notice from the HolderThereafter, the Company shall give notice be entitled to withdraw such Registration Statement and the Investors shall have no further right to offer or sell any of the Registrable Securities registered for resale thereon pursuant to the respective Registration Statement (or any prospectus relating thereto). The Company acknowledges that the Company’s former status as a “shell company” and its ongoing requirement, under current Rule 144, to be current in its SEC periodic filings for 12 months prior to any Rule 144 sale is a continual “restriction” pursuant to Rule 144 for purposes of this Agreement. (c) Notwithstanding any other Holders provision of this Agreement, if any SEC Guidance sets forth a limitation of the Purchase Warrants advising number of Registrable Securities and Exhibit C Securities to be registered in the Initial Registration Statement (and notwithstanding that the Company is proceeding used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities and Exhibit C Securities), unless otherwise directed in writing by the Majority Holders, the number of Registrable Securities and Exhibit C Securities to be registered on such registration statement Registration Statement will first be reduced by the Placement Agent Warrant Shares, second by the Exhibit C Securities (applied, in the case that some Exhibit C Securities may be registered, to such holders on a pro rata basis based on the total number of unregistered Exhibit C Securities held by such persons on a fully diluted basis), third to the Registrable Securities represented by Underlying Shares (applied, in the case that some Underlying Shares may be registered, to the Investors on a pro rata basis based on the total number of unregistered Underlying Shares held by such Investors on a fully diluted basis), and offering fourth by Registrable Securities represented by Purchased Shares (applied, in the case that some Purchased Shares may be registered, to include therein Purchase Warrants the Investors on a pro rata basis based on the total number of unregistered Purchased Shares held by such Investors). (d) If during the Effectiveness Period, subject to Section 3(a), the number of Registrable Securities at any time exceeds the number of Registrable Securities then registered for resale in a Registration Statement, then the Company shall file as soon as reasonably practicable and in accordance with SEC Guidance, an additional Registration Statement covering the resale by the Investors of not less than the number of such other HoldersRegistrable Securities that are not then registered. The Company shall not have right to include the securities listed in Exhibit D hereto (“Exhibit D Securities”) in any additional Registration Statement that is filed. If any SEC Guidance sets forth a limitation of the number of Registrable Securities, Exhibit C Securities and/or Exhibit D Securities to be obligated registered on a particular Registration Statement (and notwithstanding that the Company used commercially reasonable efforts to any advocate with the SEC for the registration of all or a greater number of such other Holder securities), unless such other Holder shall accept such offer by notice otherwise directed in writing by the Majority Holders, the number of Registrable Securities, Exhibit C Securities and Exhibit D Securities to be registered on such Registration Statement will first be reduced on a share for share basis among the Exhibit D Securities, Exhibit C Securities, Registrable Securities represented by the Placement Agent Warrant Shares and Registrable Securities represented by Underlying Shares and second by Registrable Securities represented by Purchased Shares (applied, in the case that some Purchased Shares may be registered, to the Company within five (5) days thereafter. The Company shall use its best efforts to have Investors on a pro rata basis based on the total number of unregistered Purchased Shares held by such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderInvestors).

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the (a) The Company shall prepare and file with the SEC on one occasion at its sole expense, upon Commission within forty-five (45) days from the written notice of Closing Date (the Holder at any time commencing six (6"Filing Deadline") months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required "Registration Statement”") concerning on Form S-3, if the Company is eligible to use that form, otherwise on Form SB-2 or Form S-1, covering (i) the issuance of the Conversion Shares and the Warrant Shares, and (ii) the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available initially register for such a registration and if unavailable, the Company shall register the resale at least 200% of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to Conversion Shares, calculated by assuming that the Holder Closing Date is the Covnersion Date, and undertake to register the resale 100% of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafterWarrant Shares. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, registration statement declared effective by the SEC as soon as practicableCommission within one hundred and twenty (120) days after the Closing 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 Commission. The Company shall keep registration statement current and effective for)\ a period of at least ninety (90) days after (x) all of the Debentures shall have been converted into Conversion Shares or paid and (y) the Agent's Warrant and the Agent's Warrant shall have been fully exercised or expired. (b) If the Company has not filed a Registration Statement with respect to the Registrable Securities by the Filing Deadline, the Company shall pay the costs Purchasers liquidated damanges per day equal to two percent (2%) per month of the original principal amount of all issued Debentures plus two percent (2%) per month of the aggergate exercise price of all issued Purchasers' Warrants, and expenses thereofshall pay the the Agent liquidated damages per day equal to two percent (2%) of the aggregate exercise price of all issued Agent's Warrants, for one time onlyeach day after the Filing Deadline until the Company files a Registration Statement. (c) If a Registration Statement with respect to the Registrable Securities is not effective on any day after the Registration Deadline, which costs the Company shall pay the Purchasers liquidated damanges per day equal to two percent (2%) per month of the original principal amount of all issued Debentures plus two percent (2%) per month of the aggergate exercise price of all issued Purchasers' Warrants, and expenses shall include “Blue Sky” fees pay the the Agent liquidated damages per day equal to two percent (2%) of the aggregate exercise price of all issued Agent's Warrants, for counsel for each day after the Underwriter and “Blue Sky” filing fees to qualify Registration Deadline that the Purchase Warrants in those jurisdictions requested by the HolderRegistration Statement is not effective.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the (a) The Company shall prepare and file with the SEC on one occasion at its sole expense, upon Commission within sixty (60) days from the written notice of Initial Closing Date (the Holder at any time commencing six (6"Filing Deadline") months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required "Registration Statement”") concerning on Form S-3, if the Company is eligible to use that form, otherwise on Form SB-2 or Form S-1, covering the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available initially register for resale the lesser of the number of authorized, unissued and unreserved shares of Common Stock or the sum of 150% of the Conversion Shares, calculated by assuming that the Initial Closing Date is the Conversion Date, plus 100% of the Warrant Shares. The Company shall use its best efforts, including calling shareholders' meetings for such a registration purpose, to ensure that it has sufficient shares of authorized, unissued and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake reserved Common Stock available to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafterSecurities. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, registration statement declared effective by the SEC Commission within one hundred and twenty (120) days after the Closing Date (the "Registration Deadline") as soon as practicableto the number of Registrable Securities then authorized, unissued and unreserved. The Company shall permit the registration statement to become effective within five (5) business days after receipt of a "no review" notice from the Commission. The Company shall amend the registration statement to include additional Registrable Securities promptly following authorization of additional shares of Common Stock pursuant to the Agreement, and shall keep the registration statement current and effective for a period of at least ninety (90) days after (x) all of the Debentures shall have been converted into Conversion Shares or paid and (y) the Agent's Warrant and the Agent's Warrant shall have been fully exercised or expired. (b) If the Company has not filed a Registration Statement with respect to the number of then authorized, unissued and unreserved Registrable Securities by the Filing Deadline, the Company shall pay the costs Agent liquidated damages per day equal to two percent (2%) per month of the unpaid principal amount of all issued Debentures outstanding on the date of such Filing Deadline plus two percent (2%) per month of the aggregate exercise price of all issued Purchaser's Warrants and expenses thereofAgent's Warrants, for one time onlyeach day after the Filing Deadline until the Company files a Registration Statement. (c) If a Registration Statement with respect to the Registrable Securities is not effective on any day after the Registration Deadline, the Company shall pay the Agent liquidated damages per day equal to two percent (2%) per month of the unpaid principal amount of all issued Debentures outstanding on the date of such Registration Deadline, plus two percent (2%) per month of the aggregate exercise price of all issued Purchasers' Warrants and Agent's Warrants, for each day after the Registration Deadline that the Registration Statement is not effective. Company and Agent acknowledge that the Registration Statement was not effective on or before the Registration Deadline but disagree on which costs and expenses shall include “Blue Sky” fees for counsel party is at fault for the Underwriter delay. In full compromise and “Blue Sky” filing fees settlement of this dispute, Company hired special securities counsel recommended by Agent to qualify assist Company in completing the Purchase Warrants registration process and Agent agreed on behalf of the Purchasers to accept, in those jurisdictions requested by full satisfaction of any and all penalty due under this Section 2.1(c), $70,000 in the Holderform of 240,343 shares of Company's common stock at $0.29125 per share.

Mandatory Registration. Solely in The Company agrees that, within sixty (60) calendar days following the event there is not then Closing Date (the “Filing Deadline”), the Company will file with the Commission (at the Company’s sole cost and expense) a current registration statement concerning on appropriate form registering the resale of the full amount of Shares and Pre-Funded Warrant Shares (and any other equity security issued or issuable with respect to the Shares and Pre-Funded Warrant Shares by way of share split, dividend, distribution, recapitalization, merger, exchange, or replacement, the “Registrable Securities”) and naming the Purchaser as a selling shareholder thereunder (the “Registration Statement”), and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but in any event no later than ninety (90) calendar days after the Closing Date (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to one hundred twenty (120) calendar days after the Closing Date if the Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further that the Company shall have the Registration Statement declared effective within three (3) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Upon Purchaser’s timely request, the Company shall prepare and file provide a draft of the Registration Statement to Purchaser at least three (3) Business Days in advance of the date of filing the Registration Statement with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement Commission (the “Required Filing Date”), and Purchaser shall provide any comments on the Registration Statement to the Company no later than two (2) Business Days immediately preceding the Filing Date. Upon notification by the Commission that any Registration Statement has been declared effective by the Commission, within two (2) Business Day thereafter, the Company shall file the final prospectus under Rule 424 of the Securities Act. In no event shall the Purchaser be identified as a statutory underwriter in the Registration Statement unless requested by the Commission; provided, that if the Commission requests that Purchaser be identified as a statutory underwriter in the Registration Statement”, Purchaser will have the option, in its sole and absolute discretion, to either (i) concerning have the resale opportunity to withdraw from the Registration Statement, in which case the Company’s obligation to register the Registrable Securities will be deemed satisfied or (ii) be included as such in the Registration Statement. Subject to any comments from the Staff, such Registration Statement shall include the plan of all distribution attached hereto as Exhibit A. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Purchasers beneficially owning (as determined pursuant to Rule 13d-3 under the Exchange Act) a majority of the Registrable Securities. The Required Company shall notify the Purchasers by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after the Registration Statement is declared effective or is supplemented and shall provide the Purchasers with copies of any related prospectus to be on Form F-3 if available for such a registration and if unavailable, used in connection with the Company shall register the resale sale or other disposition of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holdersecurities covered thereby.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and file with the SEC on one occasion at its sole expensefile, upon the written notice of the Holder at any time commencing six (6) months within 45 days after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective DateClosing, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering ("Registration Statement") under the Securities Act and make appropriate filings under "blue sky" laws in such states as X.X. Xxxxxxxx shall reasonably specify, registering for resale the Common Stock and Warrants included in the Units and the "Extra Warrants" referred to below and the Common Stock underlying the Warrants and the Extra Warrants, and, to the extent permitted, registering the issuance of all such Common Stock upon the exercise of the Registrable Securities has been declared effective by Warrants and Extra Warrants, as the SEC and the prospectus contained therein is available for use. Within ten case may be (10) days after receiving written notice from the Holdercollectively, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter"Registrable Securities"). The Company shall use its best efforts to have such Required Registration Statement, and each other the Registration Statement required to be filed pursuant to declared effective by the terms of this Purchase Warrant, 180th day after the Closing ("Target Date"). If the Registration Statement is not declared effective by the SEC by the Target Date, then on the Target Date and on each monthly anniversary of the Target Date thereafter until the earlier of the effective date of the Registration Statement ("Effective Date") or the nineteenth monthly anniversary of the Target Date, the Company shall issue to each purchaser of Units in the Offering, Warrants ("Extra Warrants") to purchase a number of shares of Common Stock equal to 5% of the number of Warrants purchased by him in the Offering. The Extra Warrants shall have the same terms as soon as practicablethe Warrants included in the Units sold in the Offering. The Company shall pay keep the costs Registration Statement current and effective until all the securities registered thereunder are sold or can be sold freely under an appropriate exemption under the Securities Act and the "blue sky" laws of the states reasonably specified by X.X. Xxxxxxxx, without limitation. The Company shall bear all fees and expenses thereofincurred by the Company in connection with the preparation of the Registration Statement and filing it with the SEC and the NASD, for including the fees (no more than $15,000) and disbursement of one time only, which costs and expenses shall include “Blue Sky” fees for special counsel for all of the Underwriter holders of the Registrable Securities in connection with the registration of the Registration Securities and “Blue Sky” filing fees the preparation, filing, modifying and amending of the Registration Statement. X.X. Xxxxxxxx has selected Graubard Xxxxxx & Xxxxxx as such special counsel and the investor acknowledges and agrees to qualify the Purchase Warrants in those jurisdictions requested by the Holderthis selection.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after on the date that this Warrant becomes exercisable and on or before until five (5) years from the fifth anniversary date of the Effective Initial Exercise Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 S-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 S-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter Placement Agent and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and prepare, and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC a Registration Statement on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning Form S-3 covering the resale of all of the Registrable Securities. The Required Registration Statement In the event that Form S-3 is unavailable for such a registration, the Company shall be on Form F-3 if use such other form as is available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake Required Holders, subject to the provisions of Section 2(c). The Registration Statement prepared pursuant hereto shall register for resale at least the resale number of shares of Common Stock equal to the Required Registration Amount as of the Registrable Securities on Form F-3 as soon as date such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering is initially filed with the resale of all of the Registrable Securities has been declared effective SEC. The Registration Statement shall contain (except if otherwise directed by the SEC Required Holders) the “Selling Stockholders” and “Plan of Distribution” sections in substantially the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. form attached hereto as Exhibit B. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline for such Registration Statement. By 9:30 a.m. on the Business Day immediately following the Effective Date of the applicable Registration Statement, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Registration Statement. Notwithstanding anything to the contrary contained in this Agreement, other than during an Allowable Grace Period (as defined below), the Company shall ensure that, when filed and at all times while effective, each Registration Statement and the prospectus used in connection with such Registration Statement will disclose (whether directly or through incorporation by reference to other SEC filings to the extent permitted) all material information regarding the Company and its securities. In no event shall the Company include any securities other than Registrable Securities and the Placement Agent Warrant Shares (as defined in the Securities Purchase Agreement) on any Registration Statement without the prior written consent of the Required Holders. The Company shall pay not after the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for date hereof until the Underwriter and “Blue Sky” filing fees Effective Date of the Registration Statement required to qualify the Purchase Warrants in those jurisdictions requested by the Holderbe filed pursuant to this Section 2(a) enter into any agreement providing any such right to any of its security holders.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after on the date that this Warrant becomes exercisable and on or before the fifth anniversary date of until five (5) years from the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities; provided, however, that the Company shall not be required to file a Required Registration Statement if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 4.1 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The Required Registration Statement shall be on Form F-3 S-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 S-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.

Mandatory Registration. Solely in the event there is not then (a) The Company shall be required to file a current registration statement concerning the resale Registration Statement on or prior to each Filing Date until all of the Registrable SecuritiesSecurities are registered for resale by the Investors and the Placement Agent as selling stockholders thereunder. On or prior to each Filing Date, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon a Registration Statement for the written notice purpose of registering under the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning Securities Act the resale of all, or such portion as permitted by SEC Guidance (provided that, the Company shall use commercially reasonable efforts to advocate with the SEC for the registration of all or the maximum number of the Registrable Securities as permitted by SEC Guidance), of the Registrable Securities by, and for the account of, the Investors and the Placement Agent as selling stockholders thereunder, that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. No other securities shall be included in the Initial Registration Statement that is filed except for the Registrable Securities. The Required Each Registration Statement shall be on Form F-3 if available for such contain a registration and if unavailable“Plan of Distribution” section reasonably acceptable to the Placement Agent. Subject to the terms of this Agreement, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as cause a Registration Statement on Form F-3 covering to be declared effective under the resale Securities Act as promptly as possible after the filing thereof and will use commercially reasonable efforts in this regard. (b) The Company shall be required to keep a Registration Statement effective (the “Effectiveness Period”) until such date that is the earlier of (i) the date as of which all of the Investors as selling stockholders thereunder may sell all of the Registrable Securities has registered for resale thereon without “restriction” pursuant to Rule 144 (or any successor rule thereto) promulgated under the Securities Act or (ii) the date when all of the Registrable Securities registered thereunder shall have been declared effective by sold (such date is referred to herein as the SEC and the prospectus contained therein is available for use“Mandatory Registration Termination Date”). Within ten (10) days after receiving written notice from the HolderThereafter, the Company shall give notice be entitled to withdraw such Registration Statement and the Investors shall have no further right to offer or sell any of the Registrable Securities registered for resale thereon pursuant to the respective Registration Statement (or any prospectus relating thereto). The Company acknowledges that its former status as a “shell company” and its ongoing requirement, under current Rule 144, to be current in its SEC periodic filings for 12 months prior to any Rule 144 sale is a continual “restriction” pursuant to Rule 144 for purposes of this Agreement. (c) Notwithstanding any other Holders provision of this Agreement, if any SEC Guidance sets forth a limitation of the Purchase Warrants advising number of Registrable Securities to be registered in the Initial Registration Statement (and notwithstanding that the Company is proceeding used commercially reasonable efforts to advocate with such the SEC for the registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder all or a greater number of Registrable Securities unless such other Holder shall accept such offer by notice otherwise directed in writing by the Majority Holders), the number of Registrable Securities to be registered on such Registration Statement will first be reduced by the Placement Agent Warrant Shares, second by the Registrable Securities represented by Underlying Shares (applied, in the case that some Underlying Shares may be registered, to the Investors on a pro rata basis based on the total number of unregistered Underlying Shares held by such Investors on a fully diluted basis) and third by Registrable Securities represented by Purchased Shares (applied, in the case that some Purchased Shares may be registered, to the Investors on a pro rata basis based on the total number of unregistered Purchased Shares held by such Investors). (d) If during the Effectiveness Period, subject to Sections 3(a) and 3(c), the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required becomes aware that the number of Registrable Securities at any time exceeds the number of Registrable Securities then registered for resale in a Registration Statement, and each other Registration Statement required to be filed pursuant to then the terms of this Purchase Warrant, declared effective by the SEC Company shall file as soon as practicable. The Company shall pay reasonably practicable an additional Registration Statement covering the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for resale of not less than the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holdernumber of such Registrable Securities that are not then registered.

Mandatory Registration. Solely in (a) No later than 90 days after the event there is not then a current registration statement concerning the resale of the Registrable SecuritiesClosing Date, the Company shall will prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement on Form S-3 (or, if Form S-3 is not then available to the “Required Registration Statement”Company, on such form of registration statement that is then available to effect a registration of all Registrable Shares) concerning for the resale purpose of registering under the Securities Act all of the Registrable SecuritiesShares for resale by, and for the account of, the Holders as selling stockholders thereunder (the “Registration Statement”). The Required Registration Statement shall permit the Holders to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Shares. 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 Registrable Shares. (b) The Company agrees to use commercially reasonable efforts to cause the Registration Statement to become effective as soon as practicable after filing, but in no event later than 180 days after filing. (c) The Company shall be on Form F-3 if available for required to keep the Registration Statement, as amended, effective until such a date that is the earlier of (i) two years after the Closing Date, (ii) the date when all of the Registrable Shares registered thereunder shall have been sold, or (iii) such time as all the Registrable Shares held by the Holders can be sold pursuant to Rule 144(k) and without compliance with the registration and if unavailablerequirements of the Securities Act (such date is referred to herein as the “Mandatory Registration Termination Date”). Thereafter, the Company shall register be entitled to withdraw the resale Registration Statement and the Holders shall have no further right to offer or sell any of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable Shares pursuant to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the (or any prospectus contained therein is available for use. Within ten relating thereto). (10d) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to grant any such other Holder unless such other Holder shall accept such offer by notice in writing registration rights that are pari passu with or senior to the Company within five (5) days thereafterregistration rights of the Holders under this Agreement if such registration rights would adversely affect the Holders’ ability to sell Registrable Shares pursuant to the Registration Statement. The Company shall use its best efforts represents that no stockholders other than the Holders have the right to have such Required Registration Statement, and each sell any Common Stock or other Registration Statement required to be filed securities of the Company pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderRegistration Statement.

Mandatory Registration. Solely in (a) No later than 10 business days after the event there is not then a current registration statement concerning the resale of the Registrable SecuritiesClosing, the Company shall will prepare and file with the SEC a registration statement on one occasion at its sole expense, upon Form S-3 for the written notice purpose of registering under the Securities Act all of the Holder at Registrable Shares for resale by, and for the account of, the Investors as selling stockholders thereunder (the "Registration Statement"). Unless otherwise directed in writing by the Majority Holders, the Registration Statement shall contain the Plan of Distribution attached hereto as Exhibit C. 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 time commencing six (6) months or all of the Registrable Shares. In the event that the Registration Statement is reviewed by the staff of the SEC, then prior to the effectiveness of the Registration Statement, the Company shall respond in writing to any comment letter issued by the SEC relating to the Registration Statement within 5 business days after receipt of such SEC comment letter. The Company agrees to use reasonable efforts to cause the Registration Statement to become effective as soon as practicable, but in no event later than 90 days after the Registration Statement is filed by the Company. (b) The Company shall be required to keep the Registration Statement effective until the earliest of (i) the date on which all of the Investors may sell all of the Registrable Shares without restriction pursuant to Rule 144(k) (or the successor rule thereto) promulgated under the Securities Act, (ii) the date when all of the Registrable Shares registered thereunder shall have been sold and (iii) the fifth anniversary of the Closing, subject to extension as set forth below (such date is referred to herein as the "Mandatory Registration Termination Date"). Thereafter, the Company shall be entitled to withdraw the Registration Statement and the Investors shall have no further right to offer or sell any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto). In the event the right of the selling Investors to use the Registration Statement (and the prospectus relating thereto) is delayed or suspended pursuant to Sections 4(c) or 9 hereof, the Company shall be required to extend the Mandatory Registration Termination Date beyond the fifth anniversary of the Closing by the same number of days as such delay or Suspension (as defined in Section 9 hereof) is in effect. (c) In the event that this Warrant becomes exercisable the Company does not (i) file the Registration Statement within 10 business days after the Closing, (ii) deliver its response letter to the SEC within 5 business days after receipt thereof, (ii) obtain the effectiveness of the Registration Statement within 90 days after the Registration Statement is filed by the Company or (iii) restrict the occurrence and duration of Suspension Periods to not more than two, for not more than an aggregate of 90 days, in any twelve-month period on or before the fifth second anniversary date of the Effective DateClosing, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, then the Company shall register pay to each Investor 1.0% of such Investor's aggregate purchase price per month (on a pro-rated basis) for the resale of period commencing on the Registrable Securities required filing date, response date, effective date or date on Form S-1 or another appropriate form reasonably acceptable which there occurs a violation with respect to a Suspension Period, as applicable, and ending on the date the Registration Statement is filed, the response letter is delivered to the Holder and undertake to register SEC, the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been is declared effective by or the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the HolderSuspension Period terminates, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holderapplicable.

Mandatory Registration. Solely in (i) The Company shall use its reasonable best efforts to file by the event there is not then 30th day following the Closing (such date, the “Filing Deadline”), with the SEC, a current registration statement concerning on Form S-1 or such other SEC form which the Company is eligible to use with respect to the resale of the Registrable Securitiesfrom time to time, the Company shall prepare and file with the SEC on one occasion at its sole expensewhether underwritten or otherwise, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated use Form S-3, if it is then eligible to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafteruse Form S-3. The Company shall use its reasonable best efforts to have promptly respond to all SEC comments, if any, related to such Required Registration Statementregistration statement but in any event within two weeks of the receipt thereof, and each other Registration Statement required shall use its reasonable best efforts to obtain all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all of the Holders’ Registrable Securities, including causing such registration statement to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicablepracticable after filing and no later than the Effectiveness Deadline. The Company shall pay use its reasonable best efforts to maintain the costs effectiveness of the registration effected pursuant to this Section 2.1(a) at all times. The registration contemplated by this Section 2.1(a) is referred to herein as the “Mandatory Registration.” The Mandatory Registration shall be filed with the SEC in accordance with and expenses thereofpursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect) (a “Shelf Registration”). So long as any such Shelf Registration is effective as required herein and in compliance with the Securities Act and is usable for resale of Registrable Securities, for one time onlythe Holders shall be entitled to demand any number of takedowns (including underwritten takedowns, which costs provided that (i) the Registrable Securities requested to be included in such underwritten takedown constitute at least 25% of the Registrable Securities then outstanding or (ii) the anticipated aggregate offering price based on the then-current market prices, net of underwriting discounts and expenses commissions, would exceed $10,000,000 from the Shelf Registration. In connection with any such takedown, the Company shall include “Blue Sky” fees for counsel for take all customary and reasonable actions that the Underwriter and “Blue Sky” filing fees Company would take in connection with an underwritten registration pursuant to qualify Section 2.3 (including, without limitation, all actions referred to in Section 2.5 necessary to effectuate such sale in the Purchase Warrants in those jurisdictions requested manner determined by the Holders of at least a majority of the Registrable Securities to be included in such underwritten takedown). The Company shall use its reasonable best efforts to cause the registration statement or statements filed hereunder to remain effective until such date (the “Shelf Termination Date”) that is the earlier of (i) the date on which all Registrable Securities included in the registration statement shall have been sold to the public by a Holder either pursuant to a registration statement or Rule 144, or shall otherwise have ceased to be Registrable Securities and (ii) the date that all Registrable Securities covered by such registration statement may be sold without volume or manner of sale restrictions under Rule 144 (after taking into account any Holder’s status as an Affiliate of the Company) for purposes of Rule 144 and without the requirement for compliance by the Company with the current public information requirements under Rule 144(c)(1) or, if applicable, Rule 144(i)(2), as determined by counsel to the Company (the “Effectiveness Period”). In the event the Mandatory Registration must be effected on Form S-1 or any similar long-form registration as the Company may elect or is required to use, such registration shall nonetheless be filed as a Shelf Registration and the Company shall use its reasonable best efforts to keep such registration current and effective, including by filing periodic post-effective amendments to update the information therein, as determined by counsel to the Company, including the financial statements contained in such registration statement in accordance with Regulation S-X promulgated under the Securities Act until the Shelf Termination Date. The Company shall not include in the Mandatory Registration any securities which are not Registrable Securities without the prior written consent of the Holders of at least a majority of the Registrable Securities included in such registration. The Company shall request effectiveness of a Registration Statement as of 5:00 P.M. New York City time on a Business Day. The Company shall promptly notify the Holders via facsimile or electronic mail in a “.pdf” format data file of the effectiveness of a Registration Statement within one (1) Business Day of the Effective Date. The Company shall, by 9:30 A.M. New York City time on the first Business Day after the Effective Date, file a final Prospectus with the Commission, as required by Rule 424(b).

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the (i) The Company shall prepare promptly and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. , but in no event later than the thirtieth (30th) day following the date hereof (the “Initial 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 of all of the May Registrable Securities and October Registrable Securities, subject to the consent of the Initial Investors), which Registration Statement shall be filed pursuant to Rule 415 and Rule 429 of the Securities Act and cover the resale of at least 10,000,000 Registrable Securities consisting of (A) the October Registrable Securities and (B) the May Registrable Securities. (ii) The Company shall pay prepare promptly and file with the costs SEC as soon as practicable after the issuance of the C Warrants, but in no event later than the thirtieth (30th) day following the issuance of the C Warrants (the “Second 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 of all of the Additional Registrable Securities, and expenses thereofto the extent that there remain May Registrable Securities and October Registrable Securities for which there is no registration statement on file with the SEC, for one time onlythen all of the remaining unregistered May Registrable Securities and October Registrable Securities, subject to the consent of the Initial Investors), which costs Registration Statement shall be filed pursuant to Rule 415 and expenses Rule 429 of the Securities Act and cover the resale of at least 10,000,000 Registrable Securities consisting of (A) the October Registrable Securities, (B) the May Registrable Securities and (c) the Additional Registrable Securities. (iii) Each Registration Statement filed hereunder, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall include state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and exercise of the Warrants (as the case may be) to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Registrable Securities included on each Registration Statement shall be allocated among the Investors as set forth in Section 11(k) hereof. The Registration Statements shall contain the “Blue SkyPlan of Distribution” fees in the form attached hereto as Exhibit A (the “Plan of Distribution”), unless otherwise directed by a majority of the Investors who provide a new legal Plan of Distribution. The Registration Statements (and each amendment or supplement thereto, and each request for counsel for acceleration of effectiveness thereof) shall be provided to (and subject to the Underwriter reasonable review and, in the case of the “Selling Security Holders” and “Blue SkyPlan of Distribution” sections of the Registration Statement, the approval of) the Initial Investors and their counsel prior to its filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holderor other submission.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and file with the SEC on one occasion at its sole expenseSEC, upon no later than thirty (30) calendar days after the written notice Closing Date, an amendment to the Form S-1 Registration Statement, or a new Registration Statement if required, covering a sufficient number of shares of Common Stock for the Initial Investors into which is not more than $3,800,000 of Debentures in the total offering would be convertible. In the event the amendment is not filed within thirty (30) calendar days after the Closing Date, then in such event the Company shall pay the Investor 2% of the Holder face amount of each Debenture for each 30 day period, or portion thereof, after 30 days following the Closing Date that the Registration Statement is not filed. The Investor is also granted additional Piggyback registration rights on any other Registration Statement filings made by the Company. Such Registration Statement shall state that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from Stock splits, or stock dividends). If at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before number of shares of Common Stock into which the fifth anniversary date Debenture may be converted exceeds the aggregate number of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale shares of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailableCommon Stock then registered, the Company shall register shall, within ten (10) business days after receipt of written notice from any Investor, either (i) amend the resale of Registration Statement filed by the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable Company pursuant to the Holder and undertake 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 resale of the Registrable Securities on Form F-3 as soon as Debenture may be converted, or (ii) if such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form S-1 to register the shares of Common Stock into which the Debenture may be converted that exceed the aggregate number of shares of Common Stock already registered. The above damages shall continue until the obligation is fulfilled and the prospectus contained therein is available for use. Within ten (10) shall be paid within 5 business days after receiving written notice from each 30 day period, or portion thereof, until the Holder, Registration Statement is filed. Failure of the Company to make payment within said 5 business days shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holdersbe considered a default. The Company shall not be obligated acknowledges that its failure to any such other Holder unless such other Holder shall accept such offer by notice in writing to file with the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration StatementSEC, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.said

Mandatory Registration. Solely in 3.1. Within thirty (30) calendar days after the event there is not then a current registration statement concerning the resale of the Registrable SecuritiesEffective Date, the Company shall will prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (on Form S-3, or any other available form if the “Required Registration Statement”) concerning Company is not eligible to use Form S-3, for the resale purpose of registering under the Securities Act all of the Registrable SecuritiesShares for resale by, and for the account of, the Holders as selling stockholders thereunder (the “Registration Statement”). The Required Registration Statement shall permit the Holders to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Shares. The Company agrees to use commercially reasonable efforts to cause the Registration Statement to become effective as soon as practicable after the filing thereof, and in no event later than the earlier of (i) ninety (90) calendar days following the Effective Date (subject to reasonable extension to the extent necessary to accommodate a delay resulting from unresolved SEC comments or the need to file financial statements within the time periods prescribed by the SEC) and (ii) the fifth calendar day following the date on which the Company is notified by the SEC that (a) such Registration Statement will not be on Form F-3 if available reviewed or is no longer subject to further review and comments and that (b) the SEC is willing to declare the Registration Statement effective. The Registration Statement filed pursuant to this Section 3.1 (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to each Holder and its counsel prior to its filing or other submission. 3.2. The Company shall be required to keep the Registration Statement effective until such a registration date that is the earlier to occur of (i) the date as of which all of the Holders may sell all of the Registrable Shares to the public without restriction pursuant to Rule 144 (or the successor rule thereto) promulgated under the Securities Act, and if unavailable(ii) the date when all of the Registrable Shares registered thereunder shall have been sold pursuant to the Registration Statement or Rule 144 (such date is referred to herein as the “Mandatory Registration Termination Date”). Thereafter, the Company shall register be entitled to withdraw the resale Registration Statement and the Holders shall have no further right to offer or sell any of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable Shares pursuant to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the (or any prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holdersrelating thereto). The Company shall not be obligated required to any such other Holder unless such other Holder shall accept such register the offer by notice in writing and sale of the Registrable Shares pursuant to the Company within five (5) days thereafterRegistration Statement in an underwritten offering. 3.3. The Company shall use its best efforts to have such Required Registration Statementnot, and each shall not agree to (i) allow the holders of any securities of the Company, other than holders of the Registrable Shares, to include any of their securities in the Registration Statement required under Section 3.1 hereof or any amendment or supplement thereto without the consent of the Holders or (ii) offer any securities for its own account or the account of others in the Registration Statement under Section 3.1 hereof or any amendment or supplement thereto without the consent of the Holders, in each such case, subject to, and other than with respect to, any registration obligations of the Company under any agreement entered into prior to be filed the Effective Date; provided, however, that the Company at all times reserves the right to provide registration rights, pursuant to a separate registration statement, to the terms holders of this Purchase Warrant, declared effective by any securities of the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderCompany.

Mandatory Registration. Solely in (a) Within five (5) days after the event there is not then a current registration statement concerning Company receives notice from the resale SEC that it has cleared the Proxy Statement filed by the Company pursuant to Section 7 of the Registrable SecuritiesSecurities Purchase Agreement, or of its decision not to review the Proxy Statement, as the case may be, the Company shall will prepare and file with the SEC a registration statement on one occasion at its sole expenseForm S-3 or any successor form (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, upon in which case such registration shall be on Form S-1 or any successor form) for the written notice purpose of registering under the Securities Act all of the Holder at Registrable Securities for resale by, and for the account of, the Investors as selling stockholders thereunder (the "Registration Statement"); provided, however, that if Nasdaq, the SEC or any time commencing six (6) months other regulatory authority requires the filing of such Registration Statement to be delayed until after the date that this Warrant becomes exercisable Company has obtained the approval of its stockholders to the transactions contemplated by the Securities Purchase Agreement, the Registration Statement shall be filed within five (5) days of obtaining such stockholder approval. In any event, the Registration Statement shall not be declared effective by the SEC until after the Company has obtained such stockholder approval. The Registration Statement shall permit the Investors to offer and sell, on a delayed or before continuous basis pursuant to Rule 415 under the fifth anniversary date of the Effective DateSecurities Act, a required registration statement (the “Required Registration Statement”) concerning the resale of any or all of the Registrable Securities. The Required Company agrees to use commercially reasonable efforts to cause the Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared become effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay be required to keep the costs Registration Statement effective until such date that is the earlier of (i) the date when all of the Registrable Securities registered thereunder shall have been sold or (ii) four (4) years after the Closing, subject to extension as set forth below (such date is referred to herein as the "Mandatory Registration Termination Date"). Thereafter, the Company shall be entitled to withdraw the Registration Statement and expenses thereofthe Investors shall have no further right to offer or sell any of the Registrable Securities pursuant to the Registration Statement (or any prospectus relating thereto). In the event the right of the selling Investors to use the Registration Statement (and the prospectus relating thereto) is delayed or suspended pursuant to Sections 4(c) or 10 hereof, for one time onlyif the events described in subsection (a)(i) or (ii) have not yet occurred, which costs and expenses the Company shall include “Blue Sky” fees for counsel for be required to extend the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested Mandatory Registration Termination Date by the Holdersame number of days as such delay or Suspension Period (as defined in Section 10 hereof). (b) In the event that the Registration Statement is not filed with the SEC within the time periods set forth in Section 3(a) hereof, the Company will issue to all Investors for no additional consideration, an additional 2.0% of the Units sold to each such Investor for each 30-day period thereafter until such time that the Registration Statement is filed with the SEC and payable at the end of each such 30-day period; provided, however, that should the Company redeem the Shares pursuant to the terms of Section 5 of the Company's Certificate of Designation of Preferences and Rights of Series A Preferred Stock dated January 22, 2002, the obligation to issue additional Units pursuant to this Section 3(b) shall cease. (c) In the event that the Registration Statement is not declared effective by the SEC within one hundred twenty (120) days after the Closing, as defined in the Securities Purchase Agreement, the Company will issue to all Investors for no additional consideration, an additional 2.0% of the Units sold to each such Investor for each 30-day period thereafter until such time that the Registration Statement is declared effective by the SEC and payable at the end of each such 30-day period; provided, however, that the obligation to issue additional Units pursuant to this Section 3(c) shall be stayed and extended during any period that the SEC is reviewing the Proxy Statement or the Registration Statement for a period of thirty (30) days, and provided, further, that should the Company redeem the Shares pursuant to the terms of Section 5 of the Company's Certificate of Designation of Preferences and Rights of Series A Preferred Stock dated January 22, 2002, the obligation to issue additional Units pursuant to this Section 3(c) shall cease.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and file with the SEC on one occasion at its sole expenseSEC, upon no later than forty-five (45) calendar days after the written notice Closing Date, a Registration Statement covering a sufficient number of shares of Common Stock for the Initial Investors into which the $6,143,849 of Debentures, plus accrued interest, in the total offering would be convertible. In the event the Registration Statement is not filed within forty-five (45) calendar days after the Closing Date, then in such event the Company shall pay the Investor 2% of the Holder face amount of each Debenture for each 30 day period, or portion thereof, after forty-five (45) calendar days following the Closing Date that the Registration Statement is not filed. The Investor is also granted additional Piggy-back registration rights on any other Registration Statement filings made by the Company. Such Registration Statement shall state that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from Stock splits, or stock dividends). If at any time commencing six (6the number of shares of Common Stock into which the Debenture(s) months after may be converted exceeds the date that this Warrant becomes exercisable and on or before the fifth anniversary date aggregate number of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale shares of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailableCommon Stock then registered, the Company shall register shall, within ten (10) business days after receipt of written notice from any Investor, either (i) amend the resale of Registration Statement filed by the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable Company pursuant to the Holder and undertake 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 resale of the Registrable Securities on Form F-3 as soon as Debenture(s) may be converted, or (ii) if such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on such form as is applicable to register the shares of Common Stock into which the Debenture may be converted that exceed the aggregate number of shares of Common Stock already registered. The above damages shall continue until the obligation is fulfilled and the prospectus contained therein is available for use. Within ten (10) shall be paid within 5 business days after receiving written notice from each 30 day period, or portion thereof, until the Holder, Registration Statement is filed. Failure of the Company to make payment within said 5 business days shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holdersbe considered a default. The Company acknowledges that its failure to file with the SEC, said Registration Statement no later than forty-five (45) calendar days after the Closing Date will cause the Initial Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties' good faith effort to qualify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to relieve the Company within five (5) days thereafter. The Company shall use from its best efforts obligations to have such Required Registration Statement, register the Common Stock and each other Registration Statement required to be filed deliver the Common Stock pursuant to the terms of this Purchase WarrantAgreement, declared effective by the SEC as soon as practicable. The Company shall pay Subscription Agreement and the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderDebenture.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the The Company shall prepare and prepare, and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC a Registration Statement on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning Form S-3 covering the resale of all of the Registrable Securities. The Required Registration Statement In the event that Form S-3 is unavailable for such a registration, the Company shall be on Form F-3 if use such other form as is available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake Required Holders, subject to the provisions of Section 00. The Registration Statement prepared pursuant hereto shall register for resale at least the resale number of shares of Common Stock equal to the Required Registration Amount as of the Registrable Securities on Form F-3 as soon as date such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering is initially filed with the resale of all of the Registrable Securities has been declared effective SEC. The Registration Statement shall contain (except if otherwise directed by the SEC Required Holders) the “Selling Stockholders” and “Plan of Distribution” sections in substantially the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. form attached hereto as Exhibit B. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline for such Registration Statement. By 9:30 a.m. on the Business Day immediately following the Effective Date of the applicable Registration Statement, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Registration Statement. Notwithstanding anything to the contrary contained in this Agreement, other than during an Allowable Grace Period (as defined below), the Company shall ensure that, when filed and at all times while effective, each Registration Statement and the prospectus used in connection with such Registration Statement will disclose (whether directly or through incorporation by reference to other SEC filings to the extent permitted) all material information regarding the Company and its securities. In no event shall the Company include any securities other than Registrable Securities and the Placement Agent Warrant Shares (as defined in the Securities Purchase Agreement) on any Registration Statement without the prior written consent of the Required Holders. The Company shall pay not after the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for date hereof until the Underwriter and “Blue Sky” filing fees Effective Date of the Registration Statement required to qualify the Purchase Warrants in those jurisdictions requested by the Holderbe filed pursuant to this Section 00 enter into any agreement providing any such right to any of its security holders.

Mandatory Registration. Solely in Within thirty (30) days after the event there is not then a current registration statement concerning the resale of the Registrable SecuritiesClosing Date, the Company shall prepare cause to be prepared and file filed with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning Statement providing for the resale of all of Registrable Securities for an offering to be made by the Registrable SecuritiesHolders on a continuous basis pursuant to Rule 415. The Required Such Registration Statement shall be on Form F-3 S-3 (except if available for such a registration and if unavailable, the Company shall is not then eligible to register the for resale of the Registrable Securities on Form S-1 or S-3, in which case such registration shall be on another appropriate form reasonably acceptable in accordance herewith). The Company shall cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof but in any event within ninety (90) days (one hundred and twenty (120) days if the Registration Statement is reviewed by the SEC) after the Closing Date. The Company shall keep such Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by such Registration Statement have been sold. Reference is made to Registration Default Payments (as such term is defined in the Notes) set forth in Section 14(f) of the Notes and Section 5.4 of the Note and Warrant Purchase Agreement. Notwithstanding anything to the Holder and undertake to register contrary contained herein, if the resale of SEC specifically prohibits the Registration Statement from including all Registrable Securities on Form F-3 as soon as such form is available, (“SEC Guidance”) (provided that the Company shall maintain advocate with the effectiveness SEC for the registration of all or the maximum number of the Registrable Securities permitted by SEC Guidance to be included in such Registration Statement, such maximum number, the “Rule 415 Amount”), then the Company will not be in breach of this provision by following such SEC Guidance, and the Company will file such additional Registration Statements then in effect at the earliest practicable date on which the Company is permitted by SEC Guidance to file such additional Registration Statements related to the Registrable Securities, each registering the Rule 415 Amount, seriatim, until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has have been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holderregistered.

Mandatory Registration. Solely in 187 The Company shall be required to file an Initial Registration Statement on or prior to the event there is not then a current registration statement concerning the resale of Filing Date registering the Registrable SecuritiesSecurities for resale by the Holders as selling stockholders thereunder. On or prior to the Filing Date, the Company shall prepare and file with the SEC on one occasion at its sole expensean Initial Registration Statement for the purpose of registering under the Securities Act the resale of all, upon the written notice or such portion as permitted by SEC Guidance of the Holder at Registrable Securities by, and for the account of, the Holders as selling stockholders thereunder, that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. No other securities shall be included in the Initial Registration Statement that is filed except for the Registrable Securities. Each Registration Statement (including the Initial Registration Statement) shall contain the “Plan of Distribution” in substantially the form of attached to the Selling Stockholder Questionnaire attached hereto as Exhibit A (except if otherwise required pursuant to SEC Guidance). The Company shall cause a Registration Statement to be declared effective by the SEC under the Securities Act as promptly as practicable after the filing thereof, but in any time commencing six event on or prior to the applicable Effectiveness Date. .188 The Company shall be required to keep a Registration Statement effective until such date that is the earlier of (6i) the date that is twelve (12) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary effective date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, or (ii) the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of date when all of the Registrable Securities has registered thereunder shall have been declared effective by sold (the SEC and the prospectus contained therein is available for use“Effectiveness Period”). Within ten (10) days after receiving written notice from the HolderThereafter, the Company shall give notice be entitled to withdraw such Registration Statement and the Holders shall have no further right to offer or sell any of the Registrable Securities registered for resale thereon pursuant to the respective Registration Statement (or any prospectus relating thereto). .189 Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities to be registered in the Initial Registration Statement, the number of Registrable Securities to be registered for each Holder on such Registration Statement will be reduced on a pro-rata basis. The Company shall file a new Registration Statement as soon as reasonably practicable covering the resale by the Holders of not less than the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants number of such other HoldersRegistrable Securities that are not registered in the Initial Registration Statement. The Company shall not be obligated liable for liquidated damages under Section 5(a) as to any Registrable Securities which are not permitted by the SEC to be included in a Registration Statement due to SEC Guidance. In such other Holder unless case, any liquidated damages payable under Section 5(a) shall be calculated to apply only the percentage of Registrable Securities which are permitted in accordance with SEC Guidance to be included in such other Holder shall accept such offer by notice in writing Registration Statement. .190 If during the Effectiveness Period, subject to Section 3(a) and Section 3(c), the Company within five becomes aware that the number of Registrable Securities at any time exceeds the number of Registrable Securities then registered for resale in a Registration Statement, then the Company shall file as soon as reasonably practicable an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Securities that are not then registered. .191 Notwithstanding any other provision of this Agreement, if during the Effectiveness Period any of the Registrable Securities become eligible for resale without restriction pursuant to Rule 144 (5the “Rule 144 Eligible Securities”) days thereafterthen the number of Registrable Securities outstanding at any one time shall be reduced by the number of Rule 144 Eligible Securities and the Company may at its option file an amendment to any Registration Statement to reduce the number of Registrable Securities accordingly. The Company shall use acknowledges that the Company’s obligation to file its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to periodic disclosure documents for the terms twelve (12) month period preceding the date of sale is a “restriction” as that term is used in the first sentence of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderSection 3(e).

Mandatory Registration. Solely in At any time after the event there date that is not then 180 days from the date hereof, if the Company shall at any time and from time to time receive from the Required Holders a current registration statement concerning written request that the resale Required Holders have a present intent to sell their Registrable Securities and desire that the Company register all or a portion of the Registrable SecuritiesSecurities (a "DEMAND NOTICE", and the date of such Notice, the "DEMAND NOTICE DATE"), at one or more times, then the Company shall prepare and prepare, and, as soon as practicable but in no event later than the Filing Deadline, file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to available for use by the Holder and undertake to register the resale Company permitting registration of the Registrable Securities on Form F-3 for resales as soon as such form is availablecontemplated herein, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale number of all of the Registrable Securities has been declared effective as may be requested by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice an Investor to the other Holders of the Purchase Warrants advising that the Company is proceeding with be included in such registration statement and offering to include therein Purchase Warrants of such other HoldersRegistration Statement. The Company shall not be obligated deliver a copy of the Demand Notice to any such all other Holder unless such other Holder holders of Registrable Securities promptly following receipt of the Demand Notice. The Registration Statement prepared pursuant hereto shall accept such offer by notice in writing register for resale at least the number of shares of Common Stock equal to the Company within five Required Registration Amount determined as of date the Registration Statement is initially filed with the SEC. The Registration Statement shall contain (5except if otherwise directed by the Required Holders) days thereafter. the "Selling Shareholders" and "Plan of Distribution" sections in substantially the form attached hereto as Exhibit B. The Company shall use its best efforts to have such Required Registration Statement, and each other the Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. The Promptly following effectiveness of such Registration Statement, the Company shall pay file the costs final prospectus used in connection with such Registration Statement, after insertion of all applicable dates and expenses thereofother missing information and the removal of all notices of the preliminary nature of the prospectus, for one time onlywith the SEC, which costs prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act. Notwithstanding the foregoing, if the Company has filed a registration statement (an "EXCLUDED OFFERING REGISTRATION STATEMENT") pursuant to an Excluded Offering (as defined in the Warrant), then the Required Holders shall not be permitted to submit a Demand Notice to the Company until such time as the earlier to occur of (x) 270 days after the initial filing of the Excluded Offering Registration Statement and expenses shall include “Blue Sky” fees for counsel for (y) the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holdereffective date of such Excluded Offering Registration Statement.

Mandatory Registration. Solely in Not later than ten (10) calendar days following the event there is not then a current registration statement concerning the resale date of the Registrable SecuritiesCompany obtaining Shareholder Approval, the Company Corporation shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be or Registration Statements (as necessary) on Form F-3 SB-2 (or, if such form is unavailable for such a registration, on such other form as is available for such a registration and if unavailableregistration), the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all Registrable Securities that will be issuable by the Company to the Investor upon the prospective conversion of the Registrable Securities has been Secured Convertible Debentures and in connection with the prospective payment of interest on the convertible debentures, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon stock splits, stock dividends or similar transactions. Not later than thirty (30) days following the date hereof the Company shall file with the SEC a registration statement to register for resale all the Warrants and the Warrant Shares (the “Warrant Registration Statement”). The Corporation shall have the Warrant Registration Statement be declared effective by the SEC and the prospectus contained therein is available for use. Within ten on or prior to nintey (1090) days after receiving written notice from the Holderfiling of the Warrant Registration Statement. Following notification that the SEC has no further comments on the Warrant Registration Statement, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within have five (5) days thereafterto get the Warrant Registration Statement effective. The In the event that the SEC prohibits the registration of the Warrants the Company may withdraw such Warrants from such registration statement. All of the Sections and provisions discussed below shall use its best efforts apply directly to have such Required the Warrant Registration Statement. Specifically, and each other with respect to failure to timely file the Registration Statement required and/or failure to be filed get the Registration Statement effective and/or keep the Registration Statement effective in the time periods provided shall similarly apply to the failure to file the Warrant Registration Statement and failure to get the Warrant Registration Statement deemed effective and failure to keep the Warrant Registration Statement effective pursuant to the terms of this Purchase Warrantapplicable time period, declared effective by except that the SEC as soon as practicable. The Company Corporation shall pay the costs sum of two percent 2% of the Class A Warrant Market Value and expenses thereof2% of the Class B Warrant Market Value of the Warrants, and not as a penalty, for one time onlyeach thirty (30) calendar day period, which costs and expenses shall include “Blue Sky” fees for counsel for pro rata, subject to the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder10% cap as discussed below.

Mandatory Registration. Solely in No later than thirty (30) days after the event there is not then a current registration statement concerning the resale of the Registrable SecuritiesFirst Closing Date, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required First Closing Registration Statement”) concerning with the resale Securities and Exchange Commission (the “SEC”) which seeks to register the Shares and the First Closing Underlying Shares (the "First Closing Registerable Securities") under the Securities Act of all of 1933 (the Registrable Securities“1933 Act”). The Required Registration Statement shall be on Form F-3 No later than thirty (30) days after the Second Closing Date, if available for such a registration and if unavailableany, the Company shall register file an additional registration statement (the resale of “Second Closing Registration Statement” and, together with the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to First Closing Registration Statement, the Holder and undertake “Registration Statements”) with the SEC which seeks to register the resale of Second Closing Underlying Shares (the "Second Closing Registerable Securities" and together with the First Closing Registrable Securities on Form F-3 as soon as Securities, the “Registrable Securities”) under the 1933 Act. The Company will use its best efforts to cause such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been to be declared effective by the SEC and the prospectus contained therein is available for use. Within ten within sixty (1060) days after receiving written notice from their respective initial filings with the Holder, the Company shall give notice SEC. Notwithstanding anything to the other Holders of contrary contained in this Section 1, in the Purchase Warrants advising effect that the First Closing Registration Statement has not been declared effected by the SEC at the time that the Company is proceeding with such registration statement and offering required to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to file the Company within five (5) days thereafter. The Second Closing Registration Statement, the Company shall use its best efforts to have include the Second Closing Registerable Securities on the First Closing Registration Statement. a. To the extent the staff of the SEC does not permit all of the First Closing Registrable Securities to be registered on the First Closing Registration Statement pursuant to this Agreement, the Company shall (i) inform the Holder and use its best efforts to file amendments to the First Closing Registration Statement as required by the SEC and/or (ii) withdraw the First Closing Registration Statement and file a new registration statement (a “First New Registration Statement”), in either case covering the maximum number of First Closing Registrable Securities permitted to be registered by the SEC, on Form S-3 or such Required other form available to register for resale the First Closing Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or First New Registration Statement, the Company shall be obligated to use its best efforts to advocate with the SEC for the registration of all of the First Closing Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any publicly-available written or oral guidance, comments, requirements or requests of the SEC staff ( the “SEC Guidance”) sets forth a limitation of the number of First Closing Registrable Securities permitted to be registered on a particular registration statement as a secondary offering (and each other notwithstanding that the Company used best efforts to advocate with the SEC for the registration of all or a greater number of First Closing Registrable Securities), the number of First Closing Registrable Securities to be registered on such registration statement will be reduced to comply with the SEC Guidance. In the event the Company amends the First Closing Registration Statement required as set forth herein, the Company will use its best efforts to file with the SEC, as promptly as allowed by SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form S-3 or such other form available to register for resale for those First Closing Registrable Securities that were not registered for resale on the First Closing Registration Statement, as amended, or the First New Registration Statement. For the avoidance of doubt, (1) the First New Registration Statement shall be filed by the Company with the SEC no later than thirty (30) days after the SEC notifies the Company of the need to file such registration statement or the withdrawal of the First Registration Statement; and (2) the will use its best efforts to cause the First New Registration Statement to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The within sixty (60) days after its initial filing with the SEC b. To the extent the staff of the SEC does not permit all of the Second Closing Registrable Securities to be registered on the Second Closing Registration Statement pursuant to this Agreement, the Company shall pay (i) inform the costs Holder and expenses thereofuse its best efforts to file amendments to the Second Closing Registration Statement as required by the SEC and/or (ii) withdraw the Second Closing Registration Statement and file a new registration statement (a “Second New Registration Statement”), in either case covering the maximum number of Second Closing Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for one time onlyresale the Second Closing Registrable Securities as a secondary offering; provided, which costs and expenses however, that prior to filing such amendment or Second New Registration Statement, the Company shall include “Blue Sky” fees for counsel be obligated to use its best efforts to advocate with the SEC for the Underwriter registration of all of the Second Closing Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if the SEC Guidance sets forth a limitation of the number of Second Closing Registrable Securities permitted to be registered on a particular registration statement as a secondary offering (and “Blue Sky” filing fees notwithstanding that the Company used best efforts to qualify advocate with the Purchase Warrants SEC for the registration of all or a greater number of Second Closing Registrable Securities), the number of Second Closing Registrable Securities to be registered on such registration statement will be reduced to comply with the SEC Guidance. In the event the Company amends the Second Closing Registration Statement as set forth herein, the Company will use its best efforts to file with the SEC, as promptly as allowed by SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form S-3 or such other form available to register for resale those jurisdictions requested Second Closing Registrable Securities that were not registered for resale on the Second Closing Registration Statement, as amended, or the Second New Registration Statement. For the avoidance of doubt, (1) the Second New Registration Statement shall be filed by the HolderCompany with the SEC no later than thirty (30) days after the SEC notifies the Company of the need to file such registration statement or the withdrawal of the Second Registration Statement; and (2) the Company will use its best efforts to cause the Second New Registration Statement to be declared effective by the SEC within sixty (60) days after its initial filing with the SEC.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the (a) The Company shall prepare and as promptly as possible after the date hereof, but in any event, not later than forty five (45) days from the Closing Date (or, if such 45th day is not a Business Day, by the first Business Day thereafter) (the “Required Filing Date”), file a Registration Statement with respect to the Registrable Securities with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning and shall use its reasonable best efforts to cause the resale of all of the Registrable Securities. The Required Registration Statement shall to be on Form F-3 declared effective under the Securities Act within 90 days after the Closing Date (or, if available for such 90th day is not a registration Business Day, by the first Business Day thereafter). If the Required Registration Statement is not filed with the SEC by the Required Filing Date, other than due to failure by a Holder to furnish information or consents required under the 1933 Act or the rules and if unavailable, regulations promulgated thereunder to be included in the Company shall register the resale Required Registration Statement (including by means of the Registrable Securities on Form S-1 or another appropriate a related questionnaire in a customary form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder“Questionnaire”), the Company shall give notice pay Holders in cash an aggregate amount equal to $75,000 (the “Registration Delay Amount”) and, until such time that such filing has occurred, shall pay an additional Registration Delay Amount for each thirty (30) day period following the Required Filing Date, such amounts shall be payable by the tenth (10th) day after the end of each such thirty (30) day period, shall be allocated among such Holders in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other Holders proportion as shall mutually be agreed to by all such Holders, and shall be Holders’ sole remedy for such failure (other than any equitable remedies available to such Holder, such as specific performance). The past due amounts payable to each Holder pursuant to this Section shall bear interest at a rate of the Purchase Warrants advising that lesser of twelve percent (12%) per annum, compounded annually, or the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer maximum rate then permitted by notice in writing to the Company within five applicable law. (5b) days thereafter. The Company shall use its best commercially reasonable efforts to have keep the Required Registration Statement continuously effective for the Effectiveness Period commencing on the date the Required Registration Statement first becomes effective and, if requested in writing by the Majority Holders, shall, within fifteen (15) days of such request, amend the Required Registration Statement to include (if applicable) any Registrable Securities relating to Warrants issued by the Company after the date the Required Registration Statement first became effective that were not previously included in the Required Registration Statement. Except with the prior written consent of the Majority Holders, and each other the Company may not include in the Required Registration Statement required to be filed pursuant to any securities other than the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderRegistrable Securities.

Mandatory Registration. Solely (i) The Company agrees to file under the Securities Act with the SEC as promptly as practicable but in any event within 15 days after the Closing Date (the “Filing Deadline”) a Registration Statement on Form S-3 or, in the event there the Company is not then a current registration statement concerning the resale of the Registrable Securitieseligible to use Form S-3, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailableS-1, the Company shall register covering the resale of the Registrable Securities on Form S-1 issued or another appropriate form reasonably acceptable issuable pursuant to the Holder and undertake Subscription Agreement. For the avoidance of doubt, the Registration Statement shall also cover the Performance Adjustment Shares as may become issuable pursuant to register the resale Section 8.5 of the Registrable Securities on Form F-3 Subscription Agreement. Accordingly, the number of shares of Common Stock initially included in such Registration Statement shall be no less than 2,625,000, consisting of (i) 2,100,000 shares immediately issuable pursuant to the Subscription Agreement and (ii) 525,000 shares, which represents the maximum number of Performance Adjustment Shares issuable pursuant to the Subscription Agreement. Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 4(c) below to the Purchasers and their counsel prior to its filing or other submission. (ii) The Company agrees to cause the Registration Statement to become effective as soon as such form is availablepracticable but in any event no later than the date (the “Effectiveness Deadline”) of the earlier of (x) the 90th calendar day following the Closing Date, provided that if the SEC reviews and has written comments to the filed Registration Statement that would require the filing of a pre-effective amendment thereto with the SEC, then Effectiveness Deadline shall be the 120th calendar day following the Closing Date, or (y) the 5th trading day following the date that the Company shall maintain is notified by the effectiveness of all Registration Statements then in effect until such time as a SEC that the initial Registration Statement will not be reviewed or it is no longer subject to review and comments. The date on Form F-3 covering which the resale of all of the Registrable Securities has been Registration Statement is actually declared effective by the SEC and shall be referred to herein as the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the “Effectiveness Date.” The Company shall give notice notify the Purchasers by facsimile or e-mail as promptly as practicable, and in any event, within one (1) Business Day, after any such Registration Statement is declared effective and shall provide the Purchasers with copies of any related Prospectus to be used in connection with the sale or other Holders disposition of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holderssecurities covered thereby. The Company shall keep the Registration Statement continuously effective during the Effectiveness Period. (iii) In the event of (x) the Registration Statement is not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing filed with the SEC on or prior to the Company within five Filing Deadline, or (5y) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other the Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, is not declared effective by the SEC as soon as practicable. The on or prior to the Effectiveness Deadline, the Company shall pay the costs and expenses thereof, for one time onlymake a monthly payment in an amount of US$[0.945 million], which costs and expenses shall include “Blue Sky” fees for counsel represents 1.5% of the Aggregate Purchase Price (as defined in the Subscription Agreement), to the Purchasers as the exclusive remedy (at law or equity) for the Underwriter and “Blue Sky” damages to the Purchasers by reason of any such delay in or reduction of their ability to sell the Registrable Securities, until the filing fees to qualify or effectiveness, as applicable. Such payments shall be paid in U.S. dollar in immediately available funds at the Purchase Warrants in those jurisdictions requested by the Holderend of each month during which any of (x) or (y) above remains outstanding.

Mandatory Registration. Solely in The Company shall prepare and, as soon as practicable, but not later than the event there thirtieth (30th) day after the date of the filing of the Company's fiscal year 2001 financial results (the "FILING DATE") or July 31, 2001, whichever comes first, file with the SEC a first 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 current registration statement concerning of all of the Registrable Securities required to be included in such Registration Statement on or before the sixtieth (60th) day following the filing of the Company's fiscal year 2001 financial results, but in no case later than August 31, 2001) covering the resale of the Registrable SecuritiesSecurities issued or issuable pursuant to conversion of the Convertible Debenture and exercise of the Warrant, assuming conversion of one million five hundred thousand dollars ($1,500,000) in principal and all of the accrued interest on the Convertible Debenture as of the Filing Date. The number of Registrable Securities that the Company shall include in this first Registration Statement shall cover the number of Shares that would be issuable to Holder if interest were to accrue on the entire principal balance of the Convertible Debenture from the initial Filing Date until June 1, 2006. On or before the date that is one year after the initial Filing Date, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required second Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register covering the resale of the Registrable Securities issued or issuable upon conversion of the Convertible Debenture and exercise of the Warrant, assuming conversion of one million five hundred thousand dollars ($1,500,000) in principal and all of the interest that would accrue on Form S-1 the Convertible Debenture from the Filing Date of the first Registration Statement until June 1, 2006, assuming that the entire principal amount remained outstanding for that period. The Registration Statements filed hereunder, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statements also cover such indeterminate number of additional shares of Common Stock as may become issuable upon the conversion of the Convertible Debenture and the exercise of the Warrant to prevent dilution resulting from stock splits, stock dividends or another appropriate form reasonably acceptable similar recapitalizations. The Registrable Securities included in any Registration Statement filed hereunder shall be allocated to the Holders as set forth in Section 8.12 hereof. The Registration Statements 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 Holder and undertake Holder's counsel prior to register the resale of the Registrable Securities on Form F-3 as soon as such form is availableits filing or other submission, provided that no such review shall affect the Holder's rights under Section 8.6 hereof. Such Registration Statements may not include other shares of stock as registered by the Company shall maintain or by any other stockholder of the effectiveness of all Registration Statements then in effect until such time as Company, provided however, that the Company may include shares held by Zanett Securities Corporation, provided further that if a Registration Statement on Form F-3 covering filed in connection with an underwritten public offering is subject to an underwriter's cut-back, such cut-back should be distributed pro rata between the resale of all of the Registrable Holders and Zanett Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderCorporation.

Mandatory Registration. Solely in (a) As set forth below, the Purchaser shall have the right to require the Company to register the resale of Registrable Securities held by such Holder or Holders by making a written request for such registration (the “Registration Demand”). The Purchaser together with any Permitted Transferee may jointly (i) make one Registration Demand at any time from the second anniversary of the Closing Date and ending on the fourth anniversary of the Closing Date for the registration of 100% of all outstanding Registrable Securities (the “Demand”). The Company shall prepare and file with the SEC not later than the 60th day following the Demand a Registration Statement on Form S-3 covering the resale of the applicable number of outstanding Registrable Securities. 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. In the event there that Form S-3 is not then unavailable and/or inappropriate for such a current registration statement concerning the resale of the Registrable Securities, the Company shall prepare use such other form or forms as are available and file with appropriate for such a registration. Notwithstanding anything herein to the SEC contrary, the Company may postpone for up to 60 days the filing or effectiveness of a Registration Statement pursuant to a request under this section if the Company determines in good faith that such registration would be reasonably expected to have an adverse effect on one occasion at its sole expenseany proposal or plan by the Company to engage in any acquisition of assets, upon merger, consolidation, tender offer, any other underwritten financing by the written notice Company or similar transaction, or the business, assets, operations, prospects or financial condition of the Holder Company; provided that the Company may not exercise this right more than once in any 12-month period. (b) If at any time commencing six (6) months after beginning on the date that this Warrant becomes exercisable and on or before the fifth second anniversary date of the Effective Date, a required registration statement (Closing Date and prior to the “Required Registration Statement”) concerning the resale of all fourth anniversary of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailableClosing Date, the Company shall register the resale propose an underwritten registration of the Registrable Securities shares of Common Stock for its own account other than a registration statement filed on Form S-1 X-0, Xxxx X-0 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements other similar successor forms then in effect until under the Securities Act, or a registration relating solely to a Securities Act Rule 145 transaction, the Company shall: (i) give to the Purchaser written notice thereof at least thirty (30) days prior to the filing of any registration statement relating thereto under the Securities Act; (ii) include in such time as a Registration Statement on Form F-3 covering the resale of all of the underwritten registration (and any related qualification under blue sky laws or other compliance), Registrable Securities has that have not been declared effective by previously registered under the SEC Securities Act and the prospectus contained therein is available for use. Within as are specified in a written request or requests made within ten (10) business days after receiving receipt of such written notice from the HolderCompany by the Purchaser. If the Purchaser decides not to include all of its Registrable Securities in any underwritten registration thereafter filed by the Company, such Purchaser shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to underwritten offerings of its securities up until the fourth anniversary following the Closing Date, all upon the terms and conditions set forth herein; and (iii) advise the Purchaser that the right of any Purchaser to registration pursuant to Section 2(b) shall give notice be conditioned upon such Purchaser’s participation in such underwriting on the terms provided by the Company and entering into a customary underwriting agreement with the underwriter(s) selected by the Company, and the inclusion of Registrable Securities in the underwriting to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five extent provided herein. (5c) days thereafter. The Company shall use its best efforts to keep the Registration Statement filed pursuant to Section 2(a) effective at all times until the date on which all of the Registrable Securities have been sold (the “Registration Period”). (d) Any offering pursuant to a Registration Statement hereunder, shall be an underwritten offering. The Company shall have the right to select an investment banker or bankers and manager or managers to administer the offering and the Purchaser shall enter into an underwriting agreement in customary form with such Required underwriter. (e) If the Registrable Securities are registered for resale under the Securities Act, the Purchaser shall cease any distribution of such shares under the Registration Statement not more than twice in any 12-month period, for up to an aggregate of 60 days, upon the request of the Company if: (x) such distribution would require the public disclosure of material non-public information concerning any transaction or negotiations involving the Company or any of its Affiliates that, in the good faith judgment of the Company, would materially interfere with such transaction or negotiations, (y) such distribution would otherwise require premature disclosure of information that, in the good faith judgment of the Company, would adversely affect or otherwise be detrimental to the Company or (z) the Company proposes to file a registration statement under the Securities Act for the offering and sale of securities for its own account in an underwritten offering and the managing underwriter therefor shall advise the Company that in its opinion the continued distribution of the Registrable Securities would adversely affect the offering of the securities proposed to be registered for the account of the Company. The Company shall promptly notify the Purchaser at such time as (i) such transactions or negotiations have been otherwise publicly disclosed or terminated, or (ii) such non-public information has been publicly disclosed or counsel to the Company has determined that such disclosure is not required due to subsequent events. (f) The Company shall permit a single firm of counsel designated by the Purchaser to review such Registration Statement, and each other all amendments and supplements thereto (as well as all requests for acceleration or effectiveness thereof and any correspondence between the Company and the SEC relating to the Registration Statement) a reasonable period of time prior to their filing with the SEC. The sections of such Registration Statement required covering information with respect to the Purchaser, the Purchaser’s beneficial ownership of securities of the Company or the Purchaser’s intended method of disposition of Registrable Securities shall conform to the information provided to the Company by the Purchaser. (g) If the managing underwriter of an offering pursuant to Section 2(b) determines that marketing factors require a limitation of the number of shares of Common Stock to be filed pursuant underwritten, the managing underwriter may limit the number of Registrable Securities and other securities (if any) to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicablebe distributed through such underwriting. The Company shall pay so advise the costs Purchaser of such limitation and expenses thereof, for one time only, which costs and expenses the number of shares of Registrable Securities that may be included in the registration. No such reduction shall include “Blue Sky” fees for counsel for reduce the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested securities being offered by the HolderCompany for its own account to be included in the registration and underwriting. (h) The Company shall have the right to terminate or withdraw any registration initiated by it under Section 2(b) prior to the effectiveness of such registration, whether or not the Purchaser has elected to include securities in such registration.

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the 2.1.1 The Company shall prepare and file with the SEC SEC, on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and which is on or before forty-five (45) days after the fifth anniversary date of the Effective Date, a required registration statement Closing Date (the “Required "Filing Deadline") a Registration Statement”) concerning the resale Statement on Form S-3 (or, if Form S-3 is not available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable; provided, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until convert such time as other form to Form S-3, or file a Registration Statement replacement registration statement on Form F-3 covering S-3 promptly after the first date on which it meets such requirement) pertaining to the resale of all of the Registrable Securities has been declared effective and, to the extent allowable under the Securities Act and the rules promulgated thereunder, to such indeterminate number of additional shares of Common Stock as may become issuable pursuant to provisions to prevent dilution resulting from stock splits, stock dividends or similar transactions (the "Mandatory Registration Statement"). The Mandatory Registration Statement shall contain, unless otherwise required by applicable law or the SEC, the "Selling Shareholders" and "Plan of Distribution" section of the Prospectus in a form reasonably satisfactory to the Warrant Holders based upon information provided by the SEC selling shareholder. The Registrable Securities included in the Mandatory Registration Statement shall be registered on behalf of the Warrant Holders set forth on Schedule 1 hereof. The Mandatory Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Warrant Holders and their counsel at least five (5) 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 prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, date thereafter by which the Company shall give notice must receive the Warrant Holders' written indication if any Warrant Holder does not wish to include their Registrable Securities in such Registration Statement and advising the other Warrant Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holderstheir rights under this Section 2. The Company shall not be obligated file the Mandatory Registration Statement and use its best efforts to cause all of the Registrable Securities (unless an Warrant Holder has indicated otherwise with respect to all or any portion of such other Holder unless such other Holder shall accept such offer by notice in writing Warrant Holder's Registrable Securities pursuant to the Company within five (5preceding sentence) days thereafterto be registered under the Securities Act, in connection with the sale or other disposition by the Warrant Holders of the Registrable Securities so registered. The Company shall use its best efforts to have such Required cause the Mandatory Registration Statement, and each other as amended, to become effective as soon as practicable after the filing thereof. The Mandatory Registration Statement shall only cover the Registrable Securities and any stockholder of the Company that is entitled to participate under, and exercises any existing, piggy-back registration rights. 2.1.2 If the Mandatory Registration Statement (i) has not been declared or ordered effective within one-hundred and twenty (120) days after the Closing Date (the "Four Month Period") or (ii) has been declared effective, but prior to the second anniversary of the Closing Date ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be filed effective or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, in each case for a period of 15 consecutive Trading Days or more than an aggregate of any 25 Trading Days, in each case during which a Warrant Holder could exercise the Warrant and sell the Warrant Shares at a profit, during a 12-month period (any such failure or breach being referred to as an "Event", and for purposes of clause (i) the date on which such Event occurs, or for purposes of clause (ii) the date on which such 15 or 25 Trading Day period, as applicable, is exceeded, being referred to as an "Event Date"), then in addition to any other rights the Holders may have hereunder or under applicable law, on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the date on which the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as damages and not as a penalty, equal to 0.5% per month of the aggregate exercise price applicable under the terms of the Warrants to the Registrable Securities then held by such Holder. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven business days after the date payable, the Company will pay interest thereon at a rate of 16% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of this Purchase Warrant, declared effective by a month prior to the SEC as soon as practicabledate on which an Event is cured. The Company shall have the option to pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants any damages in those jurisdictions requested by the Holdercash or Common Stock.

Mandatory Registration. Solely in (a) Within thirty (30) calendar days after the event there Closing (or, if the date that is thirty (30) calendar days after the Closing is not then a current registration statement concerning business day, the resale of the Registrable Securitiesnext business day immediately following such date), the Company shall will prepare and file with the SEC a registration statement on one occasion at its sole expenseForm S-3 or any successor form (except that if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, upon then such registration shall be on Form S-1 or any successor form) for the written notice purpose of registering under the Securities Act all of the Holder at any time commencing six (6) months after Registrable Securities for resale by, and for the date that this Warrant becomes exercisable and on or before account of, the fifth anniversary date of the Effective Date, a required registration statement Holders as selling stockholders thereunder (the “Required "Registration Statement”) concerning "). The Registration Statement shall permit the resale of Holders to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Securities. The Required Company agrees to use its best efforts to cause the Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 become effective as soon as such form is available, provided that reasonably practicable (which shall include using its best efforts to respond to any comments of the Company shall maintain SEC in respect of the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within within ten (10) business days after receiving written notice from following receipt thereof, unless the HolderSEC conducts a full review, in which case the Company shall give notice use its commercially reasonably efforts to the other Holders respond to any comments of the Purchase Warrants advising that SEC in respect of the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company Registration Statement within five fifteen (515) business days thereafterfollowing receipt thereof). The Company shall use its best efforts to keep the Registration Statement effective until such date that is the earlier of (i) the date when all of the Registrable Securities registered thereunder shall have been sold plus one year or (ii) four (4) years after the Closing, subject to extension as set forth below (such Required date is referred to herein as the "Mandatory Registration Termination Date"). Thereafter, the Company shall be entitled to withdraw the Registration Statement and the Holders shall have no further right to offer or sell any of the Registrable Securities pursuant to the Registration Statement (or any prospectus relating thereto). In the event the right of the selling Holders to use the Registration Statement (and the prospectus relating thereto) is delayed or suspended pursuant to Sections 4(c) or 10 hereof, if the events described in clause (i) or (ii) above of this subsection (a) have not yet occurred, the Company shall be required to extend the Mandatory Registration Termination Date by the same number of days as such delay or Suspension Period (as defined in Section 10 hereof), provided that such delay is not the result of the Holders' failure or delay to furnish information required under Section 5 hereof. (b) In the event that the Registration Statement is not filed with the SEC within thirty (30) calendar days after the Closing (or, if the date that is thirty (30) calendar days after the Closing is not a business day, the next business day immediately following such date), or the Company fails to use its best efforts to respond to any comments of the SEC in respect of the Registration Statement within ten (10) business days following receipt thereof, or in the case of a full SEC review, within fifteen (15) business days following receipt thereof, the Company will issue to all Investors, for no additional consideration, one percent (1.0%) of the Shares sold to each Investor pursuant to the Securities Purchase Agreement. For every additional thirty (30) calendar days that the Company continues to be delayed from filing the Registration Statement with the SEC or continues to fail to use its best efforts to respond to any comments of the SEC in respect of the Registration Statement, and the Company will issue to all Investors, for no additional consideration, one percent (1.0%) of the Shares sold to each other Registration Statement required to be filed Investor pursuant to the terms of this Securities Purchase WarrantAgreement. (c) Within three (3) business days after a Registration Statement that covers applicable Registrable Securities is declared effective by the SEC, the Company shall deliver, or shall cause legal counsel to deliver, to the transfer agent for such Registrable Securities (with copies to the Holders whose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement has been declared effective by the SEC in such form as soon as practicable. The agreed to by counsel to the Company shall pay and counsel to the costs Holders at such time. (d) Subject to review and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested comment by the HolderSEC, the Plan of Distribution set forth in the Registration Statement shall be substantially as set forth in Exhibit B attached hereto.

Mandatory Registration. Solely in (a) The Company shall be required to file an Initial Registration Statement on or prior to the event there is not then a current registration statement concerning the resale of Filing Date registering the Registrable SecuritiesSecurities for resale by the Holders as selling stockholders thereunder. On or prior to the Filing Date, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon an Initial Registration Statement for the written notice purpose of registering under the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning Securities Act the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for all, or such a registration portion as permitted by SEC Guidance (and if unavailable, the Company shall register make a commercially reasonable effort to advocate with the resale SEC for the registration of all or the maximum number of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale as permitted by SEC Guidance) of the Registrable Securities by, and for the account of, the Holders as selling stockholders thereunder, that are not then registered on Form F-3 as soon as an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. No other securities shall be included in the Initial Registration Statement that is filed except for the Registrable Securities and the Nordic Registrable Securities. Each Registration Statement (including the Initial Registration Statement) shall contain the “Plan of Distribution” included in the Investor Questionnaire, in substantially the form of which was provided to Investors with the Subscription Agreement (except if otherwise required pursuant to written comments received from the SEC upon a review of such form is available, provided that the Registration Statement). The Company shall maintain the effectiveness of all Registration Statements then in effect until such time as cause a Registration Statement to be declared effective by the SEC under the Securities Act as promptly as practicable after the filing thereof, but in any event on Form F-3 covering or prior to the resale applicable Effectiveness Date. (b) The Company shall be required to keep a Registration Statement effective until such date that is the earlier of (the “Effectiveness Period”) (i) the date as of which all of the Holders as selling stockholders thereunder may sell all of the Registrable Securities has registered for resale thereon without restriction pursuant to Rule 144 or (ii) the date when all of the Registrable Securities registered thereunder shall have been declared effective by sold (such date is referred to herein as the SEC and the prospectus contained therein is available for use“Mandatory Registration Termination Date”). Within ten (10) days after receiving written notice from the HolderThereafter, the Company shall give notice be entitled to withdraw such Registration Statement and the Holders shall have no further right to offer or sell any of the Registrable Securities registered for resale thereon pursuant to the respective Registration Statement (or any prospectus relating thereto). (c) Notwithstanding any other Holders provision of this Agreement, if any SEC Guidance sets forth a limitation on the Purchase Warrants advising that number of Registrable Securities to be registered in the Initial Registration Statement (and the Company is proceeding has made a commercially reasonable effort to advocate with the SEC for the registration of all or a greater number of Registrable Securities), the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis among the Investors and Nordic based on the total number of unregistered Unit Shares and Nordic Registrable Securities held by the Investors and Nordic, respectively, on a fully diluted basis. The Company shall file a new registration statement as soon as reasonably practicable covering the resale by the Holders and offering to include therein Purchase Warrants Nordic of not less than the number of such other HoldersRegistrable Securities and Nordic Registrable Securities, respectively, that are not registered in the Initial Registration Statement. The Company shall not be obligated liable for liquidated damages under Section 5(a) as to any Registrable Securities which are not permitted by the SEC to be included in a Registration Statement due solely to SEC Guidance from time to time. In such other Holder unless case, any liquidated damages payable under Section 5(a) shall be calculated to apply only the percentage of Registrable Securities which are permitted in accordance with SEC Guidance to be included in such other Holder shall accept such offer by notice in writing Registration Statement. (d) If during the Effectiveness Period, subject to Section 3(a) and Section 3(c), the Company within five becomes aware that the number of Registrable Securities at any time exceeds the number of Registrable Securities then registered for resale in a Registration Statement, then the Company shall file as soon as reasonably practicable an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Securities that are not then registered. (5e) days thereafterNotwithstanding any other provision of this Agreement, if during the Effectiveness Period any of the Registrable Securities become eligible for resale without restriction pursuant to Rule 144 (the “Rule 144 Eligible Securities”) then the number of Registrable Securities outstanding at any one time shall be reduced by the number of Rule 144 Eligible Securities and the Company may at its option file an amendment to any Registration Statement to reduce the number of Registrable Securities accordingly. The Company shall use acknowledges that the Company’s obligation to file its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to periodic disclosure documents for the terms twelve (12) month period preceding the date of sale is a “restriction” as that term is used in the first sentence of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the HolderSection 3(e).

Mandatory Registration. Solely in (a) Within ten (10) business days after the event there is not then a current registration statement concerning the resale of the Registrable SecuritiesClosing Date, the Company shall will prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (on Form S-3 for the “Required Registration Statement”) concerning purpose of registering under the resale of Securities Act all of the Registrable SecuritiesShares for resale by, and for the account of, the Investors as selling shareholders thereunder (the “Registration Statement”). The Required Registration Statement shall be permit the Investors to offer and sell, on Form F-3 if available for such a registration and if unavailabledelayed or continuous basis pursuant to Rule 415 under the Securities Act, the Company shall register the resale any or all of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable Shares. The Company agrees to use best efforts to cause the Holder and undertake Registration Statement to register the resale of the Registrable Securities on Form F-3 become effective as soon as such form is available, provided that the practicable. (b) The Company shall maintain be required to keep the effectiveness of all Registration Statements then in effect Statement effective until such time date that is the earlier of (i) the date as a Registration Statement on Form F-3 covering of which all of the resale of Purchasers may sell all of the Registrable Securities has without restriction pursuant to Rule 144(k) (or the successor rule thereto) promulgated under the Securities Act (assuming net exercise of the Warrants) or (ii) the date when all of the Registrable Shares registered thereunder shall have been declared effective by sold, subject to extension as set forth below (such date is referred to herein as the SEC and the prospectus contained therein is available for use“Mandatory Registration Termination Date”). Within ten (10) days after receiving written notice from the HolderThereafter, the Company shall give notice be entitled to withdraw the Registration Statement and the Investors shall have no further right to offer or sell any of the Registrable Shares pursuant to the other Holders Registration Statement (or any prospectus relating thereto). In the event the right of the Purchase Warrants advising that selling Investors to use the Registration Statement (and the prospectus relating thereto) is delayed or suspended pursuant to Sections 5(c) or 11 hereof, the Company is proceeding with shall be required to extend the Mandatory Registration Termination Date beyond the second anniversary of the Closing Date by the same number of days as such registration statement delay or Suspension Period (as defined in Section 11 hereof). (c) The offer and offering sale of the Registrable Shares pursuant to include therein Purchase Warrants of such other Holders. The Company the Registration Statement shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holderunderwritten.

Mandatory Registration. Solely in (a) On or before the event there is not then a current registration statement concerning the resale of the Registrable SecuritiesFiling Deadline, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as Commission a Registration Statement on Form F-3 S-3 as a "shelf" registration statement under Rule 415 covering the resale of at least 200% of the number of shares of Registrable Securities then issuable on conversion of the Preferred Shares and exercise of the Warrants then outstanding (such number to be determined using the Conversion Price or exercise price in effect on the date of such filing and without regard to any restriction on the ability of a Holder to convert Preferred Shares or exercise the Warrants as of such date). The Registration Statement shall state, to the extent permitted by Rule 416 under the Securities Act, that it also covers such indeterminate number of shares of Common Stock as may be required to effect (i) conversion of the Preferred Shares to prevent dilution resulting from stock splits, stock dividends or similar events, or by reason of changes in the Conversion Price in accordance with the terms of the Certificate of Designation and (ii) exercise of the Warrants in full to prevent dilution resulting from stock splits, stock dividends or similar events. The number of shares initially registered under the Registration Statement shall be allocated pro rata among the Purchasers based on the number of Preferred Shares issued to each Purchaser at the Tranche A Closing. Each increase in the number of shares registered under the Registration Statement shall be allocated pro rata among the Holders based on the number of Preferred Shares held by such Holder at the time of such increase. In the event that a Holder shall sell or otherwise transfer any of such Holder's Preferred Shares, each transferee shall be allocated a pro rata portion of such transferor's allocation of registered shares. Any portion of such allocated amount which remains allocated to any person or entity which does not hold any Preferred Shares shall be allocated to the remaining Holders pro rata based on the number of Preferred Shares then held by such Holders. (b) Statement to a time and date not later than forty-eight (48) hours after the submission of such request, and 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 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 under Rule 144(k) or any successor provision (the "Registration Period"). (c) If (A) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline or (B) after the Registration Statement has been declared effective by the SEC and Commission, sales of Registrable Securities cannot be made by a Holder under the prospectus contained therein is available Registration Statement for use. Within ten any reason not within the exclusive control of such Holder (10other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k) days after receiving written notice from under the HolderSecurities Act), (each, a "Registration Event"), the Company shall give notice pay to each Holder an amount equal to the other Holders lesser of (x) one and one half percent (1.5%) per month and (y) the highest rate permitted by applicable law, times the aggregate Stated Value (as defined in the Certificate of Designation) of the Purchase Warrants advising that Preferred Shares held by such Holder, accruing daily and compounded monthly, from the date on which a Registration Event first occurs until the date on which the Registration Event is no longer continuing. The amounts paid or payable by the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company hereunder shall not be obligated in addition to any such other remedies available to a Holder unless such other Holder shall accept such offer by notice at law or in writing equity or pursuant to the Company terms of any other Transaction Document. Payments of cash pursuant hereto shall be made within five (5) days thereafter. The Company 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 use its best efforts to have such Required Registration Statement, and be made at the end of each other thirty-day period. (d) In the event that (A) the Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, is not declared effective by the SEC as soon as practicable. The Company shall pay twentieth (20th) Business Day following the costs and expenses thereofRegistration Deadline, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for (B) after the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested Registration Statement has been declared effective by the HolderCommission, 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 (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k) under the Securities Act), or (C) the Common Stock is not included for quotation on the Nasdaq Stock Market or listed on the New York Stock Exchange or the American Stock Exchange, (each event described in clause (A), (B) or (C) being hereinafter referred to as a "Repricing Event"), in addition to the amounts which may be payable pursuant to paragraph 2(c) above, the Fixed Conversion Price (as defined in the Certificate of Designation) for any conversion of Preferred Shares occurring during the twenty two (22) Trading Days following the Cure Date (as defined below) with respect to such event shall be deemed to be equal to the lesser of (i) the lowest Conversion Price (as defined in the Certificate of Designation) in effect during the period between the date on which a Repricing Event occurs and the date on which such Repricing Event is no longer continuing (the "Cure Date") and (ii) the Fixed Conversion Price that would otherwise be in effect on the relevant Conversion Date (as defined in the Certificate of Designation).