Common use of Mandatory Registration Clause in Contracts

Mandatory Registration. The Company shall within Ten (10) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten (10) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten (10) Business Days from prepare and, as soon as practicable, but in no event later than the date hereof Filing Deadline, file with the SEC an initial Registration Statement on Form S-1 or S-3, or such other form or forms as may be reasonably acceptable to the Registration StatementInvestor and Legal Counsel, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register only with the Commission for resale all of the Registrable Securities Securities. The Investor and no other securities of the Company. Except as provided herein, the Buyer and its counsel Legal Counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SECCommission. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableCommission prior to the Effectiveness Deadline. Subject to Permitted Delays Allowable Grace Periods (as defined herein below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten ten (10) Business Trading Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 144(k) promulgated under the 1933 Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten (10) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The In the event that all of the Registrable Securities have not been included in a Registration Statement declared effective by the Commission, prior to the Filing Date, with the further condition that the Company has used its best efforts to maintain such effectiveness, then, in the absence of the foregoing, the Company shall within Ten (10) Business Days from the date hereof prepare and file with the SEC Commission, no later than the Filing Date, a Registration StatementStatement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form SB-1, Form SB-2 or Form S-3 (except if the Company is not then eligible to register only for resale the Registrable Securities on Form SB-1, Form SB-2 or Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain the Plan of Distribution, attached hereto as ANNEX A (which may be modified to respond to comments, if any, received by the Commission). The Company shall cause the Registration Statement to become effective and no other securities of the Company. Except remain effective as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have cause the Registration Statement or any amendment to be declared effective by under the SEC Securities Act as soon promptly as reasonably practicable. Subject to Permitted Delays (as defined below) possible after the filing thereof and Section 3(e), the Company shall use reasonable its best efforts to keep the Registration Statement continuously effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell when all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company covered by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments a) have been sold pursuant to the Registration Statement or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make an exemption from the statements therein, in light registration requirements of the circumstances under which they were made, not misleadingSecurities Act or (b) may be sold pursuant to Rule 144(k) (the "EFFECTIVENESS PERIOD").

Mandatory Registration. The Company shall within Ten two (102) Business Days from the date hereof file with the SEC a prospectus supplement to the Registration Statement. The Shelf Registration Statement shall register only specifically relating to the Registrable Securities and no other securities of (the Company“Prospectus Supplement”). Except as provided herein, the The Buyer and its counsel shall have had a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus Prospectus Supplement prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Shelf Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or ), (ii) the date on which (A) the Buyer Company shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement, or (iii) the date on which the Purchase Agreement is terminated (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The 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 stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall shall, within Ten thirty (1030) Business Days days from the date hereof hereof, file with the SEC the Registration StatementStatement on Form S-1. The Registration Statement shall register only the resale of the Registrable Securities and no other securities of the Company. Except as provided hereinThe Registration Statement, upon filing with the Buyer SEC and at the time it is declared effective by the SEC, shall satisfy all of the requirements of the Securities Act to register the resale of the Registrable Securities by the Investor in accordance with this Agreement under Rule 415 promulgated under the Securities Act at then-prevailing market prices, and not fixed prices. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date after the filing thereof. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable its best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten twenty (1020) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to the last sentence of Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten ten (10) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The (a) Within thirty days after the Closing, the Company shall within Ten (10) Business Days from the date hereof will prepare and file with the SEC a registration statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement that is then available to effect a registration of all Registrable Shares, subject to the consent of the Investors holding at least a majority of the Registrable Shares) for the purpose of registering under the Securities Act all of the Registrable Shares for resale by, and for the account of, the Investors as selling stockholders thereunder (the "Registration Statement"). The Registration Statement shall register only permit the Investors to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Securities and no other securities of Shares. The Company agrees to use best efforts to cause the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion thereinbecome effective as soon as practicable after filing. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts be required to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until such date that is the earlier of (i) the date as of which the Buyer may sell when all of the Registrable Securities without restriction Shares registered thereunder shall have been sold, (ii) such time as all the Registrable Shares held by the Investors can be sold pursuant to Rule 144 promulgated under within a given three-month period without volume limitation and without compliance with the 1933 registration requirements of the Securities Act (or successor thereto) or (iiiii) the second anniversary of the date on which the Buyer shall have sold all Registration Statement is declared effective, subject to extension as set forth below (such date is referred to herein as the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Mandatory Registration Period”Termination Date"). Except as contemplated in Section 3(e)Thereafter, and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of shall be entitled to withdraw the Registration Statement and the Investors shall have no further right to offer or sell any amendments or supplements thereto or prospectus contained therein (as of the Registrable Shares pursuant to which the Company makes no representation or warranty), the Registration Statement (including or any amendments or supplements thereto prospectus relating thereto). (b) The offer and prospectuses contained therein) sale of the Registrable Shares pursuant to the Registration Statement shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingunderwritten.

Mandatory Registration. The Company shall within Ten Twenty (1020) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten five (105) Business Days from the date hereof it files its Form 10-K for the year ended June 30, 2010, file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest practicable date. Subject to Permitted Delays (as defined below) and Section 3(e)this Agreement, the Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to the last sentence of Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten (10) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The No later than November 8, 2020 (such date, the “Mandatory Shelf Filing Date”), the Company shall within Ten (10) Business Days from the date hereof prepare and use its commercially reasonable efforts to file a registration statement with the SEC Commission on Form S-3 under the Registration Statement. The Registration Statement shall register only Securities Act providing for registration and resale, on a continuous or delayed basis and from time to time pursuant to Rule 415 under the Securities Act, of all of the Registrable Securities then outstanding; provided, however, that if the Company is not eligible to file and no use a Form S-3 to register resales by the Holders by the Mandatory Shelf Filing Date, it shall prepare and use its commercially reasonable efforts to file such form of registration statement as is then available to permit resales by the Holders on a continuous or delayed basis (including a Form S‑1); provided, further, that if the Company has filed the registration statement on a form other securities of the Company. Except as provided hereinthan Form S-3 and subsequently becomes eligible to use Form S-3 or any equivalent or successor form or forms, the Buyer and Company may elect, in its counsel shall have sole discretion, to (i) file a reasonable opportunity post-effective amendment to review and comment upon the registration statement converting such Registration Statement registration statement to a registration statement on Form S-3 or any amendment to equivalent or successor form or forms or (ii) withdraw such registration statement and file a registration statement on Form S-3 or any equivalent or successor form or forms, (the registration statement on such form, as amended or supplemented, the “Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion thereinStatement”). The Company shall use its commercially reasonable best efforts to have cause the Registration Statement or any amendment to be declared effective under the Securities Act by the SEC Commission as soon as reasonably practicablepracticable after the Mandatory Shelf Filing Date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales until the earlier of (A) the date when all of the Registrable Securities at all times until the earlier of covered by such Registration Statement have been sold, and (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (iiB) the date on which all of the Buyer shall have sold all the Shares cease to be Registrable Securities and no Available Amount remains under the Purchase Agreement hereunder (such period, the “Registration Effectiveness Period”). Except The Registration Statement when effective (including the documents incorporated therein by reference) will comply as contemplated to form in Section 3(e), and except all material respects with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation all applicable requirements of the Registration Statement Securities Act and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto Exchange Act and prospectuses contained therein) shall will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein, therein or necessary to make the statements thereintherein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which they were a statement is made). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a trading day. The Company shall contemporaneously provide the Holders with written notice of the effectiveness of the Registration Statement on the same trading day that the Company telephonically confirms effectiveness with the Commission, not misleadingwhich shall be the date requested for effectiveness of such Registration Statement.

Mandatory Registration. The Company shall within Ten thirty (1030) Business Trading Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company, provided, however that the Registration Statement may include up to 9 million shares of Common Stock issued or issuable to Renaissance Capital and its affiliates. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 144(k) promulgated under the 1933 Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”"REGISTRATION PERIOD"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall shall, within Ten sixty-one (1061) Business Days days from the date hereof of the final prospectus for the Public Offering, file with the SEC a prospectus supplement to the Registration Statement. The Shelf Registration Statement shall register only specifically relating to the Registrable Securities (the “Prospectus Supplement”). The Buyers and no other securities of the Company. Except as provided herein, the Buyer and its their counsel shall have had a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus Prospectus Supplement prior to its filing with the SEC. The Buyer Buyers shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Shelf Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of on which the Buyer may sell all of Buyers shall have sold, either publicly pursuant to the Registrable Securities without restriction Registration Statement or pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) Act, all the Registrable Securities, or (ii) the date on which five (5) years from the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase date of this Agreement (collectively, the “Registration Period”). Except as contemplated in Section 3(e)In addition, and except with respect to a Buyer’s rights under this Agreement shall terminate if such Buyer can sell all of its Registrable Securities under Rule 144 under the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and 1933 Act without restriction during any amendments or supplements thereto or prospectus contained therein ninety (as to which the Company makes no representation or warranty), the 90) day period. The 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 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 the resale of the Registrable Securities in accordance with Rule 430B under the 1933 Act, and (ii) the Company has not received any notice that the SEC has issued or intends to issue a stop-order with respect to the Shelf Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Shelf Registration Statement, either temporarily or permanently, or intends or has threatened in writing to do so.

Mandatory Registration. The Company shall within Ten two (102) Business Days from the date hereof Commencement Date file with the SEC a prospectus supplement to the Registration Statement. The Shelf Registration Statement shall register only specifically relating to the Registrable Securities and no other securities of (the Company“Prospectus Supplement”). Except as provided herein, the The Buyer and its counsel shall have had a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus Prospectus Supplement prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Shelf Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as Company no longer qualifies to make sales under the Shelf Registration Statement (which shall be understood to include the inability of which the Company to immediately register sales of Registrable Securities to the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act Shelf Registration Statement or any New Registration Statement (or successor thereto) or as defined below)), (ii) the date on which the Buyer Company shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement, or (iii) the date on which the Purchase Agreement is terminated (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The 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 stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten ninety (1090) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and (B) no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The In the event that all of the Registrable Securities have not been included in a Registration Statement declared effective by the Commission, prior to, and which remains effective as of, the Filing Date, then, in the absence of the foregoing, the Company shall within Ten (10) Business Days from the date hereof prepare and file with the SEC Commission, no later than the Filing Date, a Registration StatementStatement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form SB-1, Form SB-2 or Form S-3 (except if the Company is not then eligible to register only for resale the Registrable Securities on Form SB-1, Form SB-2 or Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain the Plan of Distribution, attached hereto as ANNEX A (which may be modified to respond to comments, if any, received by the Commission). The Company shall cause the Registration Statement to become effective and no other securities of the Company. Except remain effective as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have cause the Registration Statement or any amendment to be declared effective by under the SEC Securities Act as soon promptly as reasonably practicable. Subject to Permitted Delays (as defined below) possible after the filing thereof and Section 3(e), the Company shall use reasonable its best efforts to keep the Registration Statement continuously effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell when all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company covered by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments a) have been sold pursuant to the Registration Statement or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make an exemption from the statements therein, in light registration requirements of the circumstances under which they were made, not misleadingSecurities Act or (b) may be sold without any limitation pursuant to Rule 144(k) (the "EFFECTIVENESS PERIOD").

Mandatory Registration. The Company shall use reasonable commercial efforts to file with the SEC the Registration Statement within Ten (10) Business Days from the date hereof file with the SEC the Registration Statementhereof. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best commercial efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best commercial efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Following Closing, the Company shall within Ten prepare and, as soon as reasonably practicable, but in no event later than the 45th day following the Closing Date (10) Business Days from the date hereof "Filing Deadline"), file with the SEC SEC, a registration statement on Form S-1, Form F-1 or such other form under the Securities Act as is then available to the Company (including the prospectus, amendments and supplements to such registration statement or prospectus, including pre- and post-effective amendments (and any additional registration statements filed in accordance herewith), all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the "Registration Statement. The Registration Statement shall register only "), providing for the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity resale from time to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested time by the Company for inclusion thereinInvestors of any and all Registrable Securities. The Company shall agrees to use its reasonable best efforts to have cause the Registration Statement or any amendment to be declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e)practicable following such filing, the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until but in no event later than the earlier of (ix) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) 90th day following the date on which the Buyer shall have sold all Registration Statement is initially filed with the Registrable Securities SEC and no Available Amount remains under (y) the Purchase Agreement fifth day following the date on which the Company is notified (orally or in writing, whichever is earlier) by the “SEC that the Registration Period”Statement will not be reviewed or will not be subject to further review (such earlier date, the "Effectiveness Deadline"). Except as contemplated in Section 3(e)The Company shall promptly, and except with respect to in any event within three (3) Business Days, notify the information furnished in writing to Investors of the effectiveness of the Registration Statement. The Company by shall maintain the Buyer expressly for use in connection with the preparation effectiveness of the Registration Statement and for so long as there are any amendments or supplements thereto or prospectus contained therein (as Registrable Securities outstanding, with respect to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingsuch Registrable Securities.

Mandatory Registration. The Company shall within Ten thirty (1030) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to the last sentence of Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten twenty (1020) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 144(k) promulgated under the 1933 Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e)Notwithstanding the foregoing, and except with respect whenever the Company is required to file a post-effective amendment to the information furnished in writing to Registration Statement, the Company by may suspend sales under the Buyer expressly for use Registration Statement in connection with the preparation of order to file a post-effective amendment to the Registration Statement and have such post-effective amendment declared effective by the SEC. The Company agrees to file any amendments or supplements thereto or prospectus contained therein (such post-effective amendment and resolve any SEC comments as to which the Company makes no representation or warranty), the soon as reasonably practicable. The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten two (102) Business Days from the date hereof Commencement Date file with the SEC a prospectus supplement to the Registration Statement. The Shelf Registration Statement shall register only specifically relating to the Registrable Securities and no other securities of (the Company“Prospectus Supplement”). Except as provided herein, the The Buyer and its counsel shall have had a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus Prospectus Supplement prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have keep the Shelf Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (and/or a New Registration Statement (as defined below) and as provided in Section 3(e2(c), the Company shall use reasonable best efforts to keep the Registration Statement ) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as Company no longer qualifies to make sales under the Shelf Registration Statement (which shall be understood to include the inability of which the Company to immediately register sales of Registrable Securities to the Buyer may sell all of under the Registrable Securities without restriction Shelf Registration Statement or any New Registration Statement pursuant to Rule 144 promulgated under General Instruction I.B.6 of Form S-3 registration statement pursuant to the 1933 Act (or successor thereto) or otherwise), (ii) the date on which the Buyer Company shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement, or (iii) the date on which the Purchase Agreement is terminated (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The 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 stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten ten (10) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten (10) Business Days from prepare and, as soon as practicable, but in no event later than the date hereof Filing Deadline, file with the SEC Commission an initial Registration Statement on Form S-1, F-1, S-3 or F-3, or such other form or forms as may be reasonably acceptable to the Registration StatementInvestor, covering the resale by the Investor of Registrable Securities. The Registration Statement shall register only with the Commission for resale all of the Registrable Securities Securities. The Investor and no other securities of the Company. Except as provided herein, the Buyer and its counsel Legal Counsel shall have a reasonable opportunity to review and comment upon the information relating to the Investor and its Affiliates included in such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SECCommission. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC Commission as soon as reasonably practicable. Subject to Permitted Delays Allowable Grace Periods (as defined herein below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for to permit the sales of all of the Registrable Securities issued to the Investor at all times the time until the earlier of (i) the date as of which the Buyer may sell all of the Investor no longer owns any Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten (10) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten five (105) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The No later than sixty (60) days after the date of this Agreement or such other date as may otherwise be agreed to in writing by the Company and MOL (such date, the “Mandatory Shelf Filing Date”), if and to the extent the Company is permitted to use Form S-3 under the Securities Act to register resales of the Consideration Shares, the Company shall within Ten (10) Business Days from the date hereof prepare and use its commercially reasonable efforts to file a registration statement with the SEC Commission on Form S-3 under the Registration Statement. The Registration Statement shall register only Securities Act providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415 under the Securities Act, of all of the Registrable Securities then outstanding; provided, however, that if the Company is not eligible to file and no other securities use a Form S-3 to register resales by the Holders by the Mandatory Shelf Filing Date it shall prepare and use its commercially reasonable efforts to file such form of registration statement as is then available to permit resales by the Company. Except Holders on a continuous or delayed basis (including a Form S-1); (the registration statement on such form, as provided hereinamended or supplemented, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such “Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion thereinStatement”). The Company shall use its commercially reasonable best efforts to have cause the Registration Statement or any amendment to be declared effective under the Securities Act by the SEC Commission as soon as reasonably practicablepracticable after the Mandatory Shelf Filing Date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales until the earlier of (A) the date when all of the Registrable Securities at all times until the earlier of covered by such Registration Statement have been sold, and (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (iiB) the date on which all of the Buyer shall have sold all the Consideration Shares cease to be Registrable Securities and no Available Amount remains under the Purchase Agreement hereunder (such period, the “Registration Effectiveness Period”). Except The Registration Statement when effective (including the documents incorporated therein by reference) will comply as contemplated to form in Section 3(e), and except all material respects with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation all applicable requirements of the Registration Statement Securities Act and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto Exchange Act and prospectuses contained therein) shall will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein, therein or necessary to make the statements thereintherein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which they were a statement is made). As soon as practicable following the date that the Registration Statement becomes effective, not misleadingbut in any event within two (2) Business Days of such date, the Company shall provide the Holder with written notice of the effectiveness of the Registration Statement.

Mandatory Registration. The Company shall within Ten thirty (1030) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date after filing. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to the last sentence of Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten twenty (1020) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e)) hereto, the Company shall use reasonable best efforts to keep the Registration Statement effective and available for continuous sales pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) without regard to the fact that a Registration Statement covering the sale of the Registrable Securities may then be in effect or (ii) the date on which (A) the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement, or (iii) the date on which the Purchase Agreement is terminated (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not not, on its effective date (and on the effective date of any amendment thereto, or the date of any supplement contained therein) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten twenty (1020) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 144(k) promulgated under the 1933 Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”"REGISTRATION PERIOD"). Except as contemplated in Section 3(e)Notwithstanding the foregoing, and except with respect whenever the Company is required to file a post-effective amendment to the information furnished in writing to Registration Statement, the Company by may suspend sales under the Buyer expressly for use Registration Statement in connection with the preparation of order to file a post-effective amendment to the Registration Statement and have such post-effective amendment declared effective by the SEC. The Company agrees to file any amendments or supplements thereto or prospectus contained therein (such post-effective amendment and resolve any SEC comments as to which the Company makes no representation or warranty), the soon as reasonably practicable. The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten by no later than August 20, 2004, (10the "Filing Date") Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 144(k) promulgated under the 1933 Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”"REGISTRATION PERIOD"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleadingmisleading In the event that the Registration Statement is not filed by the Filing Date or declared effective by the SEC within (i) 30 days from the Filing Date if there is no review of the registration statement by the SEC or (ii) 120 days from Filing Date if there is a full review of the registration statement by the SEC, than, in addition to any other rights and remedies available to Buyer hereunder, under the Purchase Agreement or under applicable law, the Company shall pay to the Investor an amount in cash, as liquidated damages and not as a penalty, equal to 2% of the aggregate amount paid ($500,000 as of the date hereof) by the Buyer for the Purchase Shares on the last day of each 30 day period or portion thereof that such failure continues paid on a pro rata basis for the actual number of days such failure existed. If after a Registration Statement is first declared effective by the SEC it ceases to remain continuously effective and available for use by the Investor as to all Registerable Securities for 10 consecutive Trading Days or an aggregate of 20 Trading Days during any 12 month period, than, in addition to any other rights and remedies available to Buyer hereunder, under the Purchase Agreement or under applicable law, the Company shall pay to the Buyer an amount in cash, as liquidated damages and not as a penalty, equal to 2% of the aggregate amount paid by the Buyer for the Purchase Shares then held by the Buyer, on the last day of each 30 day period or portion thereof that such failure continues paid on a pro rata basis for the actual number of days such failure existed. The Company shall not file another registration statement registering securities of the Company until a Registration Statement registering the Purchase Shares, the Warrant Shares, the Signing Shares and the Commitment Shares has been filed with the SEC.

Mandatory Registration. The Company shall within Ten twenty (1020) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e)) hereto, the Company shall use reasonable best efforts to keep the Registration Statement effective and available for continuous sales pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or ), (ii) the date on which (A) the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement, or (iii) the date on which the Purchase Agreement is terminated (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten ninety (1090) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and (B) no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall use commercially reasonable efforts to, within Ten twenty (1020) Business Days from the date hereof hereof, file with the SEC the Registration StatementStatement on Form F-1. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided hereinThe Registration Statement, upon filing with the Buyer SEC and at the time it is declared effective by the SEC, shall satisfy all of the requirements of the Securities Act to register the resale of the Registrable Securities by the Investor in accordance with this Agreement under Rule 415 promulgated under the Securities Act at then-prevailing market prices, and not fixed prices. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date after the filing thereof. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten ten (10) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and may register, at the Company’s option, the Intuitive Shares, but no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have cause the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest practicable date. Subject to Permitted Delays (as defined below) the terms and conditions of this Agreement, including without limitation Section 3(e)) hereof, the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction registration and without any time, volume or manner limitations pursuant to Rule 144 promulgated (or any similar provision then in effect) under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten ten (10) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use its reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The No later than February 25, 2019 (such date, the “Mandatory Shelf Filing Date”), the Company shall within Ten (10) Business Days from the date hereof prepare and use its commercially reasonable efforts to file a registration statement with the SEC Commission on Form S-3 under the Registration Statement. The Registration Statement shall register only Securities Act providing for registration and resale, on a continuous or delayed basis and from time to time pursuant to Rule 415 under the Securities Act, of all of the Registrable Securities then outstanding; provided, however, that if the Company is not eligible to file and no use a Form S-3 to register resales by the Holders by the Mandatory Shelf Filing Date it shall prepare and use its commercially reasonable efforts to file such form of registration statement as is then available to permit resales by the Holders on a continuous or delayed basis (including a Form S-1); provided, further, that if the Company has filed the registration statement on a form other securities of the Company. Except as provided hereinthan Form S-3 and subsequently becomes eligible to use Form S-3 or any equivalent or successor form or forms, the Buyer and Company may elect, in its counsel shall have sole discretion, to (i) file a reasonable opportunity post-effective amendment to review and comment upon the registration statement converting such Registration Statement registration statement to a registration statement on Form S-3 or any amendment to equivalent or successor form or forms or (ii) withdraw such registration statement and file a registration statement on Form S-3 or any equivalent or successor form or forms, (the registration statement on such form, as amended or supplemented, the “Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion thereinStatement”). The Company shall use its commercially reasonable best efforts to have cause the Registration Statement or any amendment to be declared effective under the Securities Act by the SEC Commission as soon as reasonably practicablepracticable after the Mandatory Shelf Filing Date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales until the earlier of (A) the date when all of the Registrable Securities at all times until the earlier of covered by such Registration Statement have been sold, and (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (iiB) the date on which all of the Buyer shall have sold all the Consideration Shares cease to be Registrable Securities and no Available Amount remains under the Purchase Agreement hereunder (such period, the “Registration Effectiveness Period”). Except The Registration Statement when effective (including the documents incorporated therein by reference) will comply as contemplated to form in Section 3(e), and except all material respects with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation all applicable requirements of the Registration Statement Securities Act and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto Exchange Act and prospectuses contained therein) shall will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein, therein or necessary to make the statements thereintherein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which they were a statement is made). As soon as practicable following the date that the Registration Statement becomes effective, not misleadingbut in any event within two (2) Business Days of such date, the Company shall provide the Holders with written notice of the effectiveness of the Registration Statement.

Mandatory Registration. The Company shall within Ten thirty (1030) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to the last sentence of Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten (10) Business Days as soon as practicable but in no event later than 40 days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register covering only the Registrable Securities and no such other securities of the Companysecurities, if any, as is mutually agreed to. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 144(k) promulgated under the 1933 Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration "REGISTRATION Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten fifteen (1015) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten sixty (1060) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to the last sentence of Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall shall, within Ten thirty (1030) Business Days days from the date hereof hereof, file with the SEC the Registration Statement. The Registration Statement shall register only the resale of the Registrable Securities and no other securities of the Company. Except as provided hereinThe Registration Statement, upon filing with the Buyer SEC and at the time it is declared effective by the SEC, shall satisfy all of the requirements of the Securities Act to register the resale of the Registrable Securities by the Investor in accordance with this Agreement under Rule 415 promulgated under the Securities Act at then-prevailing market prices, and not fixed prices. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date after the filing thereof. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable its best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten twenty (1020) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall use commercially reasonable efforts to, within Ten twenty (1020) Business Days from the date hereof hereof, file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided hereinThe Registration Statement, upon filing with the Buyer SEC and at the time it is declared effective by the SEC, shall satisfy all of the requirements of the Securities Act to register the resale of the Registrable Securities by the Investor in accordance with this Agreement under Rule 415 promulgated under the Securities Act at then-prevailing market prices, and not fixed prices. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date after the filing thereof. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer Investor shall have sold resold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall use commercially reasonable efforts to, within Ten twenty (1020) Business Days from the date hereof hereof, file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date following the filing thereof. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to the last sentence of Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten (10) Business Days days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall shall, within Ten one hundred twenty (10120) Business Days days from the date hereof hereof, file with the SEC the an initial Registration Statement. The initial Registration Statement shall register only the maximum number of Registrable Securities that may be issuable to the Investor pursuant to the Purchase Agreement, subject to the Exchange Cap and Section 2(d) below, and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the any previously unsold Registrable Securities covered thereby without restriction pursuant to the last sentence of Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which the Buyer Investor shall have sold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall file the Registration Statement on Form S-1 covering the sale of the Registrable Securities in accordance with the terms of the Purchase Agreement. The Company shall, within Ten (10) Business Days from the date hereof time required under the 1933 Act, file with the SEC a prospectus supplement to the Registration Statement specifically relating to the Registrable Securities (the “Prospectus Supplement”) containing any information previously omitted at the time of effectiveness of the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer and its counsel shall have had a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus Prospectus Supplement prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have keep the Registration Statement or and any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the New Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times to the Buyer until the earlier of such time as (i) it no longer qualifies to make sales under the date as Registration Statement (which shall be understood to include the inability of which the Company to immediately register sales of Registrable Securities to the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (Registration Statement or successor thereto) or any New Registration Statement), (ii) the date on which the Buyer shall have sold all the Registrable Securities have been sold under this Agreement and no Available Amount remains under thereunder, or (iii) the Purchase Agreement has been terminated (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading. Without limiting the generality of the foregoing, during the Registration Period, the Company shall (a) take all action necessary to cause the Common Stock to continue to be Registered as a class of securities under Section 12(b) of the 1934 Act and shall not take any action or file any document (whether or not permitted by the 0000 Xxx) to terminate or suspend such registration and (b) file or furnish on or before their respective due dates all reports and other documents required to be filed or furnished by the Company pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the 1934 Act, and shall not take any action or file any document (whether or not permitted by the 0000 Xxx) to terminate or suspend its reporting and filing obligations under the 0000 Xxx.

Mandatory Registration. The Company shall use reasonable best efforts to within Ten twenty (1020) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall use its reasonable best efforts to comment upon such registration statement or amendment to such registration statement and any related prospectus within five (5) calendar days from the date the Investor receives the final version of such statement, amendment, or prospectus. Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to the last sentence of Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The 3.1. Within thirty (30) calendar days after the Effective Date, the Company shall within Ten (10) Business Days from the date hereof will prepare and file with the SEC a registration statement on Form S-3, or any other available form if the Company is not eligible to use Form S-3, for the purpose of registering under the Securities Act all of the Registrable Shares for resale by, and for the account of, the Holders as selling stockholders thereunder (the “Registration Statement”). The Registration Statement shall register only permit OMM_US:72091733.11 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 Securities 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 other securities event later than the earlier of (i) one hundred twenty (120) calendar days following the CompanyEffective 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) five (5) Business Days following the date on which the Company is notified by the SEC that (a) such Registration Statement will not be reviewed or is no longer subject to further review and comments and that (b) the SEC is willing to declare the Registration Statement effective. Except as 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 herein, the Buyer to each Holder and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion thereinor other submission. 3.2. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts be required to keep the Registration Statement continuously effective pursuant until such date that is the earliest to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier occur of (i) the date as of which all of the Buyer Holders may sell all of the Registrable Securities Shares to the public without restriction pursuant to Rule 144 (or the successor rule thereto) promulgated under the 1933 Act (or successor thereto) or Securities Act, (ii) the date on which when all of the Buyer Registrable Shares registered thereunder shall have been sold all pursuant to the Registrable Securities and no Available Amount remains under Registration Statement or Rule 144, or (iii) the Purchase Agreement two (2) year anniversary of the Effective Date (such date is referred to herein as the “Mandatory Registration PeriodTermination Date”). Except as contemplated in Section 3(e)Thereafter, and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of shall be entitled to withdraw the Registration Statement and the Holders shall have no further right to offer or sell any amendments or supplements thereto or prospectus contained therein (as of the Registrable Shares pursuant to which the Company makes no representation or warranty), the Registration Statement (including or any amendments or supplements thereto and prospectuses contained therein) prospectus relating thereto). The Company shall not contain any untrue statement of a material fact or omit to state a material fact be required to be stated thereinregister the offer and sale of the Registrable Shares pursuant to the Registration Statement in an underwritten offering. 3.3. The Company shall not, and 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 under Section 3.1 hereof or necessary to make any amendment or supplement thereto without the statements thereinconsent 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 light each such case, subject to, and other than with respect to, any registration obligations of the circumstances Company under which they were madeany agreement entered into prior to the Effective Date; provided, not misleadinghowever, that the Company at all times reserves the right to provide registration rights, pursuant to a separate registration statement, to the holders of any securities of the Company.

Mandatory Registration. The Company shall within Ten ninety-five (1095) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten ten (10) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten fifteen (1015) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten twenty (1020) Business Trading Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity opportunity, not to exceed two (2) Trading Days, to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 144(k) promulgated under the 1933 Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten Fifteen (1015) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten twenty (1020) Business Days from the execution date hereof of the Purchase Agreement file with the SEC the Registration Statement. The Company shall engage Cxxxxx Law Group, counsel for the Investor, to complete such registration statement at Investors’ expense. The Investor and the Company will waive any conflict of interest required to engage such counsel to complete such Registration Statement. The Registration Statement shall register only the Registrable Securities Securities, and no other securities of the CompanyCompany without the consent of Investor. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction whatsoever pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer Investor shall have sold all the Registrable Securities and no Available Advance of the Commitment Amount remains available under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten (10) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the CompanySecurities. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten one (101) Business Days Day from the date hereof file with the SEC a prospectus supplement to the Registration Statement. The Shelf Registration Statement shall register only specifically relating to the Registrable Securities and no other securities of (the Company“Prospectus Supplement”). Except as provided herein, the The Buyer and its counsel shall have had a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus Prospectus Supplement prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Shelf Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or ), (ii) the date on which (A) the Buyer Company shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement, or (iii) the date on which the Purchase Agreement is terminated (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The 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 stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten twenty (1020) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only 20,000,000 Purchase Shares and the Registrable Securities and no other securities of the Company1,395,349 Commitment Shares. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities required to be covered by such Registration Statement without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement covered by such Registration Statement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) ), when filed and at the time it becomes effective, shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten (10) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten ten (10) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e)) hereto, the Company shall use reasonable best efforts to keep the Registration Statement effective and available for continuous sales-pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) without regard to the fact that a Registration Statement covering the sale of the Registrable Securities may then be in effect or (ii) the date on which (A) the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement, or (iii) the date on which the Purchase Agreement is terminated (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not not, on its effective date (and on the effective date of any amendment thereto, or the date of any supplement contained therein) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten (10) Business Days from the date hereof prior to December 31, 2016 file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten Twenty (1020) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten thirty-five (1035) Business Days calendar days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the CompanyCompany except for those securities listed on Schedule 2a. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to the last sentence of Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten forty five (1045) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, Company without written permission from the Buyer which will not unreasonably withheld. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer Investor and its counsel will complete any such review as promptly as is reasonably practical. Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading. And subject to the following sentence.

Mandatory Registration. The Company shall within Ten sixty (1060) Business Days calendar days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to the last sentence of Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten twenty (1020) Business Trading Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 144(k) promulgated under the 1933 Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”"REGISTRATION PERIOD"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading. In the event that the Registration Statement is not filed by the Filing Date or declared effective by the SEC within (i) 30 days from the Filing Date if there is no review of the registration statement by the SEC or (ii) 120 days from the date hereof if there is a review of the registration statement by the SEC, then, in addition to any other rights and remedies available to Buyer hereunder, under the Purchase Agreement or under applicable law, the Company shall pay to the Investor an amount in cash, as liquidated damages and not as a penalty, equal to 2% of the aggregate amount paid by the Buyer for the Purchase Shares on the 1st day of each 30 day period or portion thereof that such failure continues. If after a Registration Statement is first declared effective by the SEC it ceases to remain continuously effective as to all Registerable Securities for 10 consecutive Trading Days or an aggregate of 20 Trading Days during any 12 month period, then, in addition to any other rights and remedies available to Buyer hereunder, under the Purchase Agreement or under applicable law, the Company shall pay to the Buyer an amount in cash, as liquidated damages and not as a penalty, equal to 2% of the aggregate amount paid by the Buyer for the Purchase Shares then held by the Buyer, on the 1st day of each 30 day period or portion thereof that such failure continues. The Company shall not file another registration statement registering securities of the Company until a Registration Statement registering the Purchase Shares, the Warrant Shares, the Signing Shares and the Commitment Shares has been filed with the SEC.

Mandatory Registration. The Company shall within Ten twenty (1020) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to the last sentence of Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten (10) Business Days from prepare and, as soon as practicable, but in no event later than the date hereof Filing Deadline, file with the SEC a Registration Statement on Form S-1 covering the resale of all of the Registrable Securities (provided, that in the event that Form S-3 is available for such a registration, the Company shall instead use such form). The Registration StatementStatement prepared pursuant hereto shall register for resale at least the number of shares of Common Stock equal to the Required Registration Amount as of the date such Registration Statement is initially filed with the SEC. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested contain (except if otherwise directed by the Company for inclusion therein. Required Holders) the “Plan of Distribution” section in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the such Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable, but in no event later than the Effectiveness Deadline. Subject to Permitted Delays (as defined below) and Section 3(e)By 9:30 a.m., Eastern time, on the Business Day immediately following the Effective Date of the applicable Registration Statement, the Company shall use reasonable best efforts file with the SEC in accordance with Rule 424 under the Securities Act the final prospectus to keep the Registration Statement effective be used in connection with sales pursuant to Rule 415 promulgated under such Registration Statement. Notwithstanding anything to the 1933 Act contrary contained in this Agreement, other than during an Allowable Grace Period, the Company shall ensure that, when filed and available for sales of all of the Registrable Securities at all times until while effective, each Registration Statement and the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use prospectus used in connection with such Registration Statement will disclose (whether directly or through incorporation by reference to other SEC filings to the preparation extent permitted) all material information regarding the Company and its securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders. The Company shall not after the date hereof until the Effective Date of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary filed pursuant to make the statements therein, in light this Section 2(a) enter into any agreement providing any such right to any of the circumstances under which they were made, not misleadingits security holders.

Mandatory Registration. The Company shall within Ten (10) Business Days from the date hereof on or before March 31, 2015 file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten thirty (1030) Business Days from the execution date hereof of the Purchase Agreement file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities Securities, and no other securities of the Company. Except The Company shall obtain a waiver in the form attached hereto as provided herein, Exhibit A executed by each officer and director of the Buyer Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 144(k) promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer Investor shall have sold all the Registrable Securities and no Available Advance of the Commitment Amount remains available under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten thirty (1030) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date after the filing thereof. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to the last sentence of Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten ten (10) Business Trading Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and up to 14,462,047 additional shares of Common Stock (including 1,431,032 shares issuable upon the exercise of outstanding warrants and 1,650,000 shares issuable upon the conversion of outstanding senior secured royalty income notes) on behalf of certain other selling stockholders and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 144(k) promulgated under the 1933 Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”"REGISTRATION PERIOD"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten (10) Business Days from prepare and, as promptly as practicable but in no event later than the date hereof Filing Date, file with the SEC the Registration Statement. The Commission a Registration Statement shall register only covering the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales resale of all of the Registrable Securities at all times in a resale offering to be made on a continuous basis. The Registration Statement shall contain (except if otherwise directed by the Holders or required in order to address written comments to the Registration Statement received from the Commission upon review of such Registration Statement) the “Plan of Distribution” section in substantially the form attached as Annex A hereto, as the same may be amended in accordance with the provisions of this Agreement; provided, however, that no Holder shall be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the 1933 Act as promptly as practicable after the filing thereof, but in any event prior to the Effectiveness Date, and shall use its commercially reasonable efforts to keep the initial Registration Statement continuously effective under the 1933 Act until the earlier to occur of the date on which (i) the date as of which the Buyer each Holder may sell all of the Registrable Securities then held by it pursuant to the provisions of Rule 144 without restriction volume or manner-of-sale restrictions pursuant to Rule 144 promulgated and without the requirement for the Company to be in compliance with the current public information requirement under the 1933 Act (or successor thereto) Rule 144, and any legend restricting further transfer with regard to such Registrable Securities has been removed, or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under covered by such Registration Statement have been sold by the Purchase Agreement Holders (the “Registration Effectiveness Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten Twenty (1020) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or any successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten twenty (1020) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall shall, within Ten twenty (1020) Business Days days from the date hereof hereof, file with the SEC the Registration StatementStatement on Form S-1. The Registration Statement shall register only the resale of the Registrable Securities and no other securities of the Company. Except as provided hereinThe Registration Statement, upon filing with the Buyer SEC and at the time it is declared effective by the SEC, shall satisfy all of the requirements of the Securities Act to register the resale of the Registrable Securities by the Investor in accordance with this Agreement under Rule 415 promulgated under the Securities Act at then-prevailing market prices, and not fixed prices. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date after the filing thereof. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable its best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten two (102) Business Days from the date hereof Commencement Date file with the SEC a prospectus supplement to the Registration Statement. The Shelf Registration Statement shall register only specifically relating to the Registrable Securities and no other securities of (the Company“Prospectus Supplement”). Except as provided herein, the The Buyer and its counsel shall have had a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus Prospectus Supplement prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Shelf Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as Company no longer qualifies to make sales under the Shelf Registration Statement (which shall be understood to include the inability of which the Company to immediately register sales of Registrable Securities to the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act Shelf Registration Statement or any New Registration Statement (or successor thereto) or as defined below)), (ii) the date on which the Buyer Company shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement, or (iii) the date on which the Purchase Agreement is terminated (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The 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 stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten shall, no later than fifteen (1015) Business Days from the date hereof of the Share Increase, file with the SEC Commission a Registration Statement covering the Registration Statementresale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-1, Form SB-2 or Form S-3 (except if the Company is not then eligible to register only for resale the Registrable Securities and no other securities of on Form S-1, Form SB-2 or Form S-3, in which case the CompanyRegistration shall be on another appropriate form in accordance herewith). Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such The Registration Statement or any amendment required hereunder shall contain the Plan of Distribution in substantially the form attached hereto as Annex A (which may be modified to such Registration Statement and any related prospectus prior respond to its filing with the SEC. The Buyer shall furnish all information reasonably requested comments, if any, received by the Company for inclusion thereinCommission). The Company shall use its reasonable best efforts to have cause the Registration Statement or any amendment to be declared effective by under the SEC Securities Act as soon promptly as reasonably practicable. Subject to Permitted Delays (as defined below) possible after the filing thereof and Section 3(e), the Company shall use reasonable its best efforts to keep the Registration Statement continuously effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales until the date which is the earliest of (i) such time as all of the Registrable Securities at all times until covered by the earlier Registration Statement have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act, or (iii) the date such time as of which the Buyer may sell all of the Registrable Securities without restriction covered by such Registration Statement can have all SEC restrictive legends removed may be sold by the Holders pursuant to Rule 144(k) and legal counsel acceptable to the Holders and the Company’s then transfer agent, providing such transfer agent and such Holders a legal opinion authorizing the removal of all Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold restrictive legends and indicating all the such Registrable Securities and no Available Amount remains under the Purchase Agreement may be sold and/or transferred without restrictions and/or limitations (the “Registration Effectiveness Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. The Company shall within Ten twenty (1020) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use commercially reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to the last sentence of Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall within Ten thirty (1030) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement registration statement or any amendment to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC. The Buyer Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicableat the earliest possible date. Subject to Permitted Delays (as defined below) and Section 3(e), the The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Securities Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer Investor may sell all of the Registrable Securities without restriction pursuant to the last sentence of Rule 144 144(b)(1)(i) promulgated under the 1933 Securities Act (or successor thereto) or (ii) the date on which (A) the Buyer Investor shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading.

Mandatory Registration. The Company shall use commercially reasonable efforts to file within Ten fifteen (1015) Business Days from the date hereof file (but no sooner than March 2, 2020) with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity opportunity, which shall be no fewer than two (2) Business Days, to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.